COPART, INC. (NASDAQ:CPRT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of Copart, Inc. (the “Company”) previously
adopted, subject to stockholder approval, the Copart, Inc. Amended
and Restated 2014 Equity Incentive Plan (the “Plan”), which among
other things (i) increases the number of shares of common stock of
the Company reserved for issuance under the Plan from 12,000,000 to
16,000,0000 shares, and (ii) extends the term of the Plan through
2026. The Plan also adds provisions that may require a participant
to forfeit, return, or reimburse the Company for all or a portion
of his or her award and any amounts paid under the award in order
to comply with any clawback policy of the Company or any applicable
law. The Plan also re-approves the material terms of the original
Plan. At the Company’s annual meeting of stockholders (the
“Annual Meeting”) held on December 16, 2016, the stockholders of
the Company approved and ratified the Plan.
adopted, subject to stockholder approval, the Copart, Inc. Amended
and Restated 2014 Equity Incentive Plan (the “Plan”), which among
other things (i) increases the number of shares of common stock of
the Company reserved for issuance under the Plan from 12,000,000 to
16,000,0000 shares, and (ii) extends the term of the Plan through
2026. The Plan also adds provisions that may require a participant
to forfeit, return, or reimburse the Company for all or a portion
of his or her award and any amounts paid under the award in order
to comply with any clawback policy of the Company or any applicable
law. The Plan also re-approves the material terms of the original
Plan. At the Company’s annual meeting of stockholders (the
“Annual Meeting”) held on December 16, 2016, the stockholders of
the Company approved and ratified the Plan.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year |
The Board of Directors of the Company previously adopted, subject
to stockholder approval, a Certificate of Amendment to the
Company’s Certificate of Incorporation (the “Amendment”). The
Amendment eliminates cumulative voting by the Company’s
stockholders in the election of directors. At the Annual Meeting
held on December 16, 2016, the stockholders of the Company approved
and ratified the Amendment.
to stockholder approval, a Certificate of Amendment to the
Company’s Certificate of Incorporation (the “Amendment”). The
Amendment eliminates cumulative voting by the Company’s
stockholders in the election of directors. At the Annual Meeting
held on December 16, 2016, the stockholders of the Company approved
and ratified the Amendment.
The Board of Directors of the Company also previously adopted,
subject to the approval of the Amendment, Amended and Restated
Bylaws of the Company to require that a nominee in an uncontested
election receive a majority of the votes cast in order to be
elected to our Board. The Bylaws amendment to implement a majority
voting standard retains the plurality standard in contested
director elections in which there are more candidates than
available seats. Under the Company’s Amended and Restated Bylaws,
our directors are required to tender a contingent resignation upon
their nomination for re-election to our Board. This contingent
resignation only takes effect if (i) the director does not receive
more for votes than against votes at our annual meeting of
stockholders, and (ii) the Board accepts the resignation. Prior to
the Boards determination of whether to accept such resignation, our
nominating and governance committee shall recommend to the Board
whether to accept or reject such resignation, or take other action,
in the event that the director at issue does not receive more for
votes than against votes at our annual meeting of stockholders.
subject to the approval of the Amendment, Amended and Restated
Bylaws of the Company to require that a nominee in an uncontested
election receive a majority of the votes cast in order to be
elected to our Board. The Bylaws amendment to implement a majority
voting standard retains the plurality standard in contested
director elections in which there are more candidates than
available seats. Under the Company’s Amended and Restated Bylaws,
our directors are required to tender a contingent resignation upon
their nomination for re-election to our Board. This contingent
resignation only takes effect if (i) the director does not receive
more for votes than against votes at our annual meeting of
stockholders, and (ii) the Board accepts the resignation. Prior to
the Boards determination of whether to accept such resignation, our
nominating and governance committee shall recommend to the Board
whether to accept or reject such resignation, or take other action,
in the event that the director at issue does not receive more for
votes than against votes at our annual meeting of stockholders.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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We held our 2016 annual meeting of stockholders on December 16,
2016 (the Annual Meeting). Of the 114,511,198 shares of our common
stock outstanding as of the record date of October 25, 2016,
109,747,345 shares were represented at the Annual Meeting, either
in person or by proxy, constituting approximately 96% of the
outstanding shares of common stock. The matters voted on at the
Annual Meeting and the votes cast with respect to each such matter
are set forth below.
2016 (the Annual Meeting). Of the 114,511,198 shares of our common
stock outstanding as of the record date of October 25, 2016,
109,747,345 shares were represented at the Annual Meeting, either
in person or by proxy, constituting approximately 96% of the
outstanding shares of common stock. The matters voted on at the
Annual Meeting and the votes cast with respect to each such matter
are set forth below.
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1.
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Election of Directors. The stockholders elected the
following nominees to serve as directors, each to hold office until the Companys 2017 annual meeting of stockholders or until their respective successors are duly elected and qualified: |
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Willis J. Johnson
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96,761,347
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7,212,908
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5,773,090
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A. Jayson Adair
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99,215,728
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4,758,527
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5,773,090
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Matt Blunt
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100,590,974
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3,383,281
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5,773,090
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Steven D. Cohan
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95,038,305
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8,935,950
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5,773,090
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Daniel J. Englander
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96,360,984
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7,613,271
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5,773,090
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James E. Meeks
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93,595,654
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10,378,601
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5,773,090
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Vincent W. Mitz
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93,254,709
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10,719,546
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5,773,090
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Thomas N. Tryforos
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99,610,041
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4,364,214
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5,773,090
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2.
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Approval of the Amended and Restated 2007 Equity
Incentive Plan. The stockholders approved the amendment to and restatement of our 2007 Equity Incentive Plan, including amendments to increase the number of shares reserved under the plan from 12,000,000 shares to 16,000,000 and to extend the term of the plan through 2026: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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95,698,694
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8,158,984
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116,577
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5,773,090
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3.
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Approval of an amendment to our Certificate of
Incorporation. The stockholders approved the amendment to our Certificate of Incorporation to remove the provision providing for cumulative voting by stockholders for the election of members of our Board: |
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Votes For
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Votes Against
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Abstentions
|
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Broker Non-Votes
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100,840,723
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3,076,936
|
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56,596
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5,773,090
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4.
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Advisory Vote on Approval of Executive Compensation. On
an advisory (non-binding) basis, the stockholders approved the compensation of our named executive officers for the year ended July 31, 2016 as disclosed in our proxy statement: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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92,870,979
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10,949,186
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154,090
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5,773,090
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5.
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Ratification of Appointment of Independent Registered
Public Accounting Firm. The stockholders ratified the appointment of Ernst Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2017, based on the following results of voting: |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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107,766,451
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1,915,052
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65,842
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Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Copart, Inc. Amended and Restated 2007 Equity Incentive
Plan |
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10.2
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Certificate of Amendment to Certificate of Incorporation
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10.3
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Amended and Restated Bylaws
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About COPART, INC. (NASDAQ:CPRT)
Copart, Inc. (Copart) is a provider of online auctions and vehicle remarketing services in the United States, Canada, the United Kingdom, the United Arab Emirates, Oman, Bahrain, Brazil, Ireland, Spain and India. The Company also provides vehicle remarketing services in Germany. The Company operates through two segments: United States and International. The Company provides vehicle sellers with a range of services to process and sell vehicles primarily over the Internet through its virtual bidding third generation Internet auction-style sales technology (VB3). The Company’s service offerings include Online Seller Access, Salvage Estimation Services, Estimating Services, End-Of-Life Vehicle Processing, Virtual Insured Exchange (VIX), Transportation Services, Vehicle Inspection Stations, On-Demand Reporting, Department of Motor Vehicle (DMV) Processing, Flexible Vehicle Processing Programs, Buy It Now, Member Network, Sales Process, Copart Dealer Services, CashForCars.com and U-Pull-It. COPART, INC. (NASDAQ:CPRT) Recent Trading Information
COPART, INC. (NASDAQ:CPRT) closed its last trading session up +0.18 at 55.55 with 228,890 shares trading hands.