Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 17, 2018
Date of Report (date of earliest event reported)              
COPART, INC.
(Exact name of Registrant as specified in its charter)
Delaware
000-23255
94-2867490
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254
(Address of principal executive offices, including zip code)
(972) 391-5000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




    
Item 5.07
Submission of Matters to a Vote of Security Holders.
We held our 2018 annual meeting of stockholders on December 17, 2018 (the “Annual Meeting”). Of the 234,009,928 shares of our common stock outstanding as of the record date of November 9, 2018, 215,019,298 shares were represented at the Annual Meeting, either in person or by proxy, constituting approximately 91.88% 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.
1.
Election of Directors. The stockholders elected the following nominees to serve as directors, each to hold office until the Company’s 2019 annual meeting of stockholders or until their respective successors are duly elected and qualified:
Nominee
 
Votes For
 
Votes Against
 
Votes Withheld
 
Broker Non-Votes
Willis J. Johnson
 
192,502,679
 
9,638,609
 
35,671
 
12,842,339
A. Jayson Adair
 
195,121,653
 
7,019,188
 
36,118
 
12,842,339
Matt Blunt
 
185,233,560
 
16,906,006
 
37,393
 
12,842,339
Steven D. Cohan
 
180,338,115
 
21,800,622
 
38,222
 
12,842,339
Daniel J. Englander
 
181,423,716
 
20,715,252
 
37,991
 
12,842,339
James E. Meeks
 
184,367,987
 
17,772,593
 
36,379
 
12,842,339
Thomas N. Tryforos
 
168,617,473
 
33,521,385
 
38,101
 
12,842,339
2.
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, 2018 as disclosed in our proxy statement:
Votes For
 
Votes Against
 
Votes Withheld
 
Broker Non-Votes
198,355,248
 
3,440,993
 
380,718
 
12,842,339
3.
Ratification of a Cash and Equity Director Compensation Plan for our Executive Chairman and Non-Employee Directors. The stockholders ratified a cash and equity director compensation plan for our Executive Chairman and non-employee directors:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
163,115,554
 
12,761,502
 
26,299,903
 
12,842,339
4.
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, 2019, based on the following results of voting:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
211,973,706
 
2,993,223
 
52,369
 
5.
Approval to Adjourn the Annual Meeting.  The stockholders approved the authority of the Company to adjourn the annual meeting if the Company determines that adjournment is necessary or appropriate:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
186,667,776
 
28,213,300
 
138,222
 




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated:     December 21, 2018                 COPART, INC.
 
 
 
 
 
 
 
 
 
By:
 
/s/ Jeffrey Liaw
 
 
 
 
 
Jeffrey Liaw
 
 
 
 
 
Senior Vice President, Chief Financial Officer