UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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COPART, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Dallas, Texas 75254
(972) 391-5000
• | To elect the eight nominees for director named in the proxy statement to hold office until our 2013 annual meeting of stockholders or until their respective successors have been duly elected and qualified; |
• | To vote to approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended July 31, 2012; |
• | To ratify the appointment by the audit committee of our board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013; and |
• | To transact such other business as may properly come before the annual meeting or any adjournment or postponement of the annual meeting. |
Sincerely, | ||||||
WILLIS J. JOHNSON Chairman |
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254
(972) 391-5000
Time and Date | 9:00 a.m., Central time, on Wednesday, December 5, 2012 | |||||
Place | Copart’s corporate headquarters located at 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254 | |||||
Items of Business | • To elect the eight nominees for director named in this proxy statement to hold office until our 2013 annual meeting of stockholders or until their respective successors are duly elected and qualified. • To vote to approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended July 31, 2012. • To ratify the appointment by the audit committee of our board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013. • To transact any other business that may properly come before the annual meeting. | |||||
Record Date | You are entitled to vote only if you were a Copart stockholder of record as of the close of business on the record date, October 9, 2012. | |||||
Meeting Admission | You are entitled to attend the annual meeting only if you were a Copart stockholder as of the close of business on the record date or otherwise hold a valid proxy for the annual meeting. If you are not a stockholder of record but hold shares through a broker, bank, trustee, or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the record date, such as your most recent account statement reflecting ownership on the record date, a copy of the voting instruction card provided by your broker, bank, trustee, or nominee, or similar evidence of ownership. | |||||
A complete list of stockholders entitled to vote at the meeting will be available and open to examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting during normal business hours at our corporate headquarters. | ||||||
Annual Report | You may access our 2012 annual report by visiting http://materials.proxyvote.com/217204. Our 2012 annual report is not a part of the proxy solicitation materials. | |||||
Date of Mailing | The Notice of Internet Availability of Proxy Materials is first being mailed to our stockholders, and the proxy materials are first being posted on the Internet at http://materials.proxyvote.com/217204, on or about October 19, 2012. | |||||
Voting | Your vote is very important. Whether or not you plan to attend the annual meeting, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “Questions and Answers About the Proxy Materials and Annual Meeting” beginning on page 1 of the proxy statement. |
FOR 2012 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
Page | ||||||
---|---|---|---|---|---|---|
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING | 1 | |||||
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 9 | |||||
Board of Directors Composition, Meetings, and Board Committees | 9 | |||||
Fiscal 2012 Board Meetings | 9 | |||||
Board Leadership Structure | �� | 9 | ||||
Director Independence | 9 | |||||
Oversight of Risk Management | 9 | |||||
Board Committees | 10 | |||||
Compensation Committee Interlocks and Insider Participation | 12 | |||||
Considerations in Identifying and Evaluating Director Nominees | 12 | |||||
Director Nomination Process | 13 | |||||
Director Attendance at Annual Meetings | 13 | |||||
Stockholder Communications with our Board of Directors | 13 | |||||
COMPENSATION OF NON-EMPLOYEE DIRECTORS | 14 | |||||
PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS | 16 | |||||
General | 16 | |||||
Nominees | 16 | |||||
Biographical Information | 16 | |||||
Required Vote | 18 | |||||
Recommendation of our Board of Directors | 18 | |||||
PROPOSAL NUMBER TWO — ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION | 19 | |||||
Compensation Program and Philosophy | 19 | |||||
Required Vote | 20 | |||||
Recommendation of our Board of Directors | 20 | |||||
PROPOSAL NUMBER THREE — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 | |||||
General | 21 | |||||
Vote Required | 21 | |||||
Recommendation of our Board of Directors | 21 | |||||
Auditor Fees and Services | 21 | |||||
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 22 | |||||
Report of the Audit Committee | 22 |
Page | ||||||
---|---|---|---|---|---|---|
EXECUTIVE OFFICERS | 24 | |||||
EXECUTIVE COMPENSATION | 26 | |||||
Forward-Looking Statements | 26 | |||||
Compensation Discussion and Analysis | 26 | |||||
Role of Management in Compensation Process | 27 | |||||
Compensation Philosophy and Program Design | 27 | |||||
Compensation of Mr. Adair | 28 | |||||
Principal Components of Executive Compensation | 30 | |||||
Other Considerations | 32 | |||||
REPORT OF THE COMPENSATION COMMITTEE | 34 | |||||
COMPENSATION COMMITTEE | 34 | |||||
Fiscal Year 2012 Summary Compensation Table | 35 | |||||
Outstanding Equity Awards at 2012 Fiscal Year End | 37 | |||||
Option Exercises in Fiscal Year 2012 | 38 | |||||
Pension Benefits | 38 | |||||
Potential Post-Employment Payments upon Termination or Change in Control | 38 | |||||
Equity Compensation Plan Information | 39 | |||||
RELATED PERSON TRANSACTIONS | 41 | |||||
Audit Committee Approval Policy | 41 | |||||
2012 Related Person Transactions | 41 | |||||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 43 | |||||
SECURITY OWNERSHIP | 44 | |||||
OTHER MATTERS | 46 | |||||
Other Matters | 46 | |||||
Adjournment of the 2012 Annual Meeting | 46 | |||||
Annual Report | 46 |
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254
(972) 391-5000
For the Annual Meeting of Stockholders
To Be Held December 5, 2012
ABOUT THE PROXY MATERIALS AND ANNUAL MEETING
• | To elect the eight nominees for director named in this proxy statement to hold office until our 2013 annual meeting of stockholders or until their respective successors are duly elected and qualified; |
• | To vote to approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ended July 31, 2012, as set forth in this proxy statement; and |
• | To ratify the appointment by the audit committee of our board of directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013. |
• | “FOR” each of the eight nominees for director named in this proxy statement. |
• | “FOR” the approval, on an advisory basis, of the compensation of our named executive officers for the fiscal year ended July 31, 2012. |
• | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2013 fiscal year. |
Proposal | Vote Required | Discretionary Voting Allowed? | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Election of directors | Plurality of the votes cast | No | ||||||||
Advisory Vote on Executive Compensation | Majority of the votes cast | No | ||||||||
Ratification of Appointment of Ernst & Young LLP | Majority of the votes cast | Yes |
Attn: Corporate Secretary
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254
contain the information specified in our bylaws. To be timely for our 2013 annual meeting of stockholders, our corporate secretary must receive the written notice at our principal executive offices:
• | not earlier than August 5, 2013, and |
• | not later than the close of business on September 4, 2013. |
• | the 90th day before such annual meeting: or |
• | the 10th day following the day on which public announcement of the date of such meeting is first made. |
Director Name | Audit Committee | Compensation Committee | Nominating and Governance Committee | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Matt Blunt | Ö | — | Ö | |||||||||||
Steven D. Cohan | Chair | Ö | — | |||||||||||
Daniel J. Englander | Ö | Chair | Chair | |||||||||||
James E. Meeks | — | — | Ö |
• | oversee our accounting and financial reporting processes and audits of our consolidated financial statements; |
• | assist our board in overseeing and monitoring: (i) the integrity of our consolidated financial statements; (ii) our internal accounting and financial controls; (iii) our compliance with legal and regulatory requirements; and (iv) our independent auditor’s qualifications, independence, and performance; |
• | prepare the audit committee report that the rules of the SEC require be included in our annual proxy statement; |
• | provide our board with the result of its monitoring and any recommendations derived from such monitoring; |
• | provide our board with additional information and materials as our audit committee may determine to be necessary to make our board aware of significant financial matters requiring board attention; and |
• | function as our qualified legal compliance committee for the purposes of reviewing and discussing any reports concerning material violations submitted to it by our attorneys or our outside counsel. |
as contemplated by NASDAQ rules, (ii) “outside directors” as defined in Section 162(m) of the Code, and (iii) “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.
• | The current size and composition of our board of directors and the needs of the board and its respective committees; |
• | Factors such as character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like. Our committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors; and |
• | Other factors that our committee may consider appropriate. |
• | The highest personal and professional ethics and integrity; |
• | Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; |
• | Skills that are complementary to those of the existing board; |
• | The ability to assist and support management and make significant contributions to the company’s success; and |
• | An understanding of the fiduciary responsibilities required of a member of the board and the commitment of time and energy necessary to diligently carry out those responsibilities. |
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Matt Blunt | 55,000 | 229,408 | 284,408 | |||||||||||
Steven D. Cohan | 65,000 | 229,408 | 294,408 | |||||||||||
Daniel J. Englander | 55,000 | 229,408 | 284,408 | |||||||||||
James E. Meeks | 55,000 | 229,408 | 284,408 | |||||||||||
Thomas W. Smith (2) | 25,000 | — | 25,000 | |||||||||||
Thomas N. Tryforos | — | 249,276 | 249,276 |
(1) | Amounts shown represent the aggregate grant date fair values of awards of stock options granted in fiscal 2012, which were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, as amended, without regard to estimated forfeitures, or, with respect to re-priced options, the incremental fair value as computed in accordance with FASB ASC Topic 718. There can be no assurances that the amounts disclosed will ever be realized. Assumptions used in the calculation of these amounts are included in Note 1, “Summary of Significant Accounting Policies — Stock Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2012. |
(2) | Did not stand for reelection at the 2011 annual meeting. |
Name | Aggregate Number of Shares Underlying Options | |||||
---|---|---|---|---|---|---|
Matt Blunt | 120,000 | |||||
Steven D. Cohan | 300,000 | |||||
Daniel J. Englander | 240,000 | |||||
James E. Meeks | 324,168 | |||||
Thomas N. Tryforos | 40,000 |
Name | Age | Position | Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willis J. Johnson | 65 | Chairman of the Board | 1982 | |||||||||||
A. Jayson Adair | 42 | Chief Executive Officer and Director | 1992 | |||||||||||
Matt Blunt | 41 | Director | 2009 | |||||||||||
Steven D. Cohan | 51 | Director | 2004 | |||||||||||
Daniel J. Englander | 43 | Director | 2006 | |||||||||||
James E. Meeks | 63 | Director | 1996 | |||||||||||
Vincent W. Mitz | 49 | President | 2011 | |||||||||||
Thomas N. Tryforos | 54 | Director | 2012 |
vice president of marketing. Previously, Mr. Mitz was employed by NER Auction Systems Inc. (NER), an automotive auction company, from 1981 until its acquisition by us in 1995. At NER, Mr. Mitz held numerous positions, most recently as Vice President of Sales and Operations for NER’s New York region from 1990 to 1993 and Vice President of Sales & Marketing from 1993 to 1995.
• | to attract and retain talented and experienced executives; |
• | to motivate and reward executives whose knowledge, skills and performance are critical to our success; and |
• | to incentivize our executives to manage our business to meet our long-term objectives and the long-term objectives of our stockholders. |
REGISTERED PUBLIC ACCOUNTING FIRM
Nature of Service | Fiscal Year 2012 | Fiscal Year 2011 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 1,534,300 | $ | 1,538,500 | ||||||
Audit-Related Fees(2) | $ | 13,200 | $ | 26,500 | ||||||
Tax Fees(3) | $ | 167,800 | $ | 175,100 | ||||||
All Other Fees(4) | $ | 2,300 | $ | 2,000 | ||||||
Total Fees | $ | 1,717,600 | $ | 1,742,100 |
(1) | Audit fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of our interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements. |
(2) | Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported under “Audit Fees.” These services include employee benefit plan audits, accounting consultations in connection with acquisitions, attest services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards. |
(3) | Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state, and international tax compliance, tax audit defense, customs and duties, mergers and acquisitions, and international tax planning. |
(4) | Consists of fees for products and services other than the services reported above. |
board of directors take, appropriate action to ensure the continuing independence of the independent registered public accounting firm.
Respectfully submitted by: | ||||||
The audit committee of the board of directors | ||||||
Steven D. Cohan (chairman) Daniel J. Englander Matt Blunt |
Name | Age | Position | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Willis J. Johnson | 65 | Chairman of the Board | ||||||||
A. Jayson Adair | 42 | Chief Executive Officer and Director | ||||||||
Vincent W. Mitz | 49 | President | ||||||||
William E. Franklin | 56 | Senior Vice President and Chief Financial Officer | ||||||||
Paul A. Styer | 56 | Senior Vice President, General Counsel and Secretary | ||||||||
Robert H. Vannuccini | 46 | Senior Vice President, Sales | ||||||||
Russell D. Lowy | 53 | Senior Vice President and Chief Operating Officer | ||||||||
Thomas E. Wylie | 61 | Senior Vice President, Human Resources | ||||||||
Vincent J. Phillips | 52 | Senior Vice President and Chief Information Officer | ||||||||
Matthew M. Burgener | 37 | Senior Vice President, Marketing | ||||||||
Anthony F. Cristello | 43 | Senior Vice President, Business Development | ||||||||
Simon E. Rote | 40 | Vice President, Finance |
Regional Account Manager from 1994 until its acquisition by Copart in 1995. Prior to his experience at NER, Mr. Vannuccini was an Assistant Vice President with Fleet Financial Group, a northeastern bank that was acquired by Bank of America, N.A. in 2004, from 1991 to 1994. Mr. Vannuccini received his Bachelor of Business Administration degree in Banking and Finance from Hofstra University, Hempstead, New York in 1988.
• | participates in the continuing development of, and reviews and approves changes in, our compensation policies; |
• | reviews and approves each element of executive compensation, taking into consideration management recommendations; and |
• | administers our equity incentive plans, for which it retains authority to approve grants of awards to any of our executive officers. |
• | attract and retain senior executive management; |
• | motivate their performance toward corporate objectives; and |
• | align their long-term interests with those of our stockholders. |
to our strategic goals and operating results, as in the case of discretionary cash bonuses and equity awarded in recognition of individual performance. As discussed below, Mr. Adair’s compensation program is entirely performance based as his ability to realize any material compensation from us during the five year period from April 2009 to April 2014 depends on the price performance of our common stock. Our other executive officers also participate in our equity compensation programs, and we have historically paid discretionary cash bonuses based principally on the recommendation of our chief executive officer and largely subjective reviews by our compensation committee of corporate and individual performance.
• | the extent to which the proposal achieved our compensation committee’s objective of aligning management interests with stockholder interests; |
• | the accounting implications and associated non-cash compensation expense of the equity proposal as compared to the cash and non-cash compensation expense that would result from continuing current compensation arrangements; |
• | the impact of the equity proposal on our cash position relative to the anticipated impact of continuing current compensation arrangements; and |
• | the terms and conditions of the equity incentive, including whether it consisted of stock options or restricted stock and the vesting terms and conditions of the proposed equity issuance. |
Number of Shares | ||||||
Subject to Option | 4,000,000 (1) shares of our common stock for each of Mr. Johnson and Mr. Adair. | |||||
Exercise Price | Equal to the closing price of our common stock in trading on the NASDAQ Global Select Market on the date of grant. | |||||
Vesting | 20% of the shares become exercisable on the first anniversary of the date of grant; the balance of the shares become exercisable on a monthly basis over 48 months at the rate of 66,666 shares per month. | |||||
Vesting Acceleration Triggers | Upon a termination of the officer’s employment by us without cause (as defined) before or following a change in control or resignation for good reason (as defined) following a change in control, the option would become fully vested. | |||||
Option Term | 10 years; provided that in the event of a voluntary termination (other than for good reason following a change-in-control) or involuntary termination for cause at any time, to the extent vested, within twelve (12) months of the date of termination. |
(1) | Throughout this proxy statement all share and per share amounts have been adjusted as appropriate to reflect our two-for-one stock split effected in the form of a stock dividend, which was distributed after close of trading on March 28, 2012 to stockholders of record as of March 23, 2012. |
Named Executive Officer | 2012 Base Salary | 2013 Base Salary | Change | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
A. Jayson Adair | $ | 1 | $ | 1 | — | |||||||||
Vincent W. Mitz | $ | 650,000 | $ | 650,000 | — | |||||||||
William E. Franklin | $ | 310,000 | $ | 325,000 | 4.8% | |||||||||
Robert H. Vannuccini | $ | 260,000 | $ | 275,000 | 5.8% | |||||||||
Russell D. Lowy | $ | 275,000 | $ | 290,000 | 5.5% |
Named Executive Officer | Fiscal Year 2012 Cash Bonus Amount | |||||
---|---|---|---|---|---|---|
A. Jayson Adair | — | |||||
Vincent W. Mitz | $600,000 | |||||
William E. Franklin | $316,778 | |||||
Russell D. Lowy | $280,540 | |||||
Robert H. Vannuccini | $370,506 |
grants that vest over time, our compensation committee may in the future consider alternative forms of equity grants, such as performance shares, restricted stock units, restricted stock awards or other forms of equity grants as allowed under our 2007 Equity Incentive Plan, with vesting of awards based on the achievement of performance milestones or financial metrics.
COMPENSATION COMMITTEE Daniel J. Englander (chairman) Steven D. Cohan |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | All Other Compen- sation ($)(3) | Total ($) | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
A. Jayson Adair | 2012 | 1 | (4) | — | — | 10,800 | (5) | 10,801 | ||||||||||||||||||
Chief Executive Officer | 2011 | 1 | (4) | — | — | 71,018 | 71,019 | |||||||||||||||||||
2010 | 1 | (4) | — | — | 49,897 | 49,898 | ||||||||||||||||||||
Vincent W. Mitz | 2012 | 650,000 | 600,000 | — | 13,400 | (6) | 1,263,400 | |||||||||||||||||||
President | 2011 | 640,384 | 500,000 | 4,789,415 | 16,962 | 5,946,761 | ||||||||||||||||||||
2010 | 488,462 | 500,000 | 2,553,213 | 16,354 | 3,558,029 | |||||||||||||||||||||
William E. Franklin | 2012 | 310,000 | 316,778 | — | 10,550 | (7) | 637,328 | |||||||||||||||||||
Senior Vice President and | 2011 | 308,076 | 319,385 | 1,387,286 | (8) | 9,300 | 2,024,047 | |||||||||||||||||||
Chief Financial Officer | 2010 | 300,000 | 200,000 | (9) | 718,215 | 9,300 | 1,227,515 | |||||||||||||||||||
Russell D. Lowy | 2012 | 275,000 | 280,540 | — | 8,416 | (10) | 563,956 | |||||||||||||||||||
Senior Vice President, | 2011 | 270,192 | 207,551 | 1,393,780 | 6,841 | 1,878,364 | ||||||||||||||||||||
Chief Operating Officer | 2010 | 250,000 | 200,000 | 718,215 | 6,720 | 1,174,935 | ||||||||||||||||||||
Robert H. Vannuccini* | 2012 | 260,000 | 370,506 | — | 5,850 | (11) | 636,356 | |||||||||||||||||||
Senior Vice President, | 2011 | 253,269 | 211,962 | 1,684,378 | 172,581 | 2,322,190 | ||||||||||||||||||||
Sales |
* | Mr. Vannuccini was not a named executive officer prior to fiscal 2011 and, in accordance with SEC guidance, no compensation information is included for fiscal 2010. |
(1) | The amounts in this column represent discretionary bonuses awarded for services performed during the applicable fiscal year. Annual bonuses earned during a fiscal year are generally paid in the first quarter of the subsequent fiscal year. |
(2) | There were no equity awards granted to named executive officers in fiscal 2012. For the number of outstanding equity awards held by the named executive officers as of July 31, 2012, see the “Outstanding Equity Awards” table in this proxy statement. Each equity award listed in this column was granted under the 2007 Equity Incentive Plan and will become exercisable for the option shares in installments over the executive’s period of service with us. Options vest over a five-year period from the date grant, with the first 20% vesting on the one-year anniversary of the date of grant and the remainder vesting monthly thereafter. Each option has a maximum term of 10 years, subject to earlier termination in the event of the executive’s termination of employment with us. |
(3) | We pay 401(k) matching contributions, life and health insurance and short-term disability premiums on behalf of all of our employees, including our named executive officers. The amounts shown in this column, other than the amounts for personal use of corporate aircraft discussed below, equal the actual cost to us of the particular benefit or perquisite provided. Amounts in this column include the cost to us of a named executive officer’s (i) personal use of a company-owned automobile or (ii) an automobile expense allowance. |
(4) | For the period beginning on April 14, 2009 and ending on April 14, 2014, Mr. Adair receives $1 per year in salary. |
(5) | Includes $10,800 related to personal use of a company-owned automobile. |
(6) | Includes $2,600 for 401(k) matching contribution paid by Copart on behalf of Mr. Mitz and $10,800 related to personal use of a company-owned automobile. |
(7) | Includes $3,300 for 401(k) matching contribution paid by Copart on behalf of Mr. Franklin and $7,250 related to an automobile allowance. |
(8) | Relates to options granted on October 4, 2010 with respect to 40,000 shares, options granted in March 4, 2011 with respect to 120,000 shares, together with the incremental value of the options granted on October 15, 2010 in lieu of the cash bonus for fiscal 2010, in each case, as reflected in the Grants of Plan-Based Awards table. |
(9) | Mr. Franklin declined the cash payout of this cash bonus award and instead received an option to purchase 80,000 shares of our common stock. The 80,000 share option grant is reflected in the Grants of Plan-Based Awards table. The grant date fair value of the option to purchase 80,000 shares of our common stock computed in accordance with ASC Topic 718 was $484,104. This amount does not reflect compensation actually received by Mr. Franklin, and there can be no assurances that the amount disclosed will ever be realized. Assumptions used in the calculation of these amounts are included in Note 1, “Summary of Significant Accounting Policies — Stock Compensation” to our consolidated financial statements include in our Annual Report on Form 10-K for the fiscal year ended July 31, 2010. |
(10) | Includes $1,621 for 401(k) matching contribution paid by Copart on behalf of Mr. Lowy and $6,795 related to an automobile allowance. |
(11) | Includes $5,850 related to an automobile allowance. |
Named Executive Officer | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Grant Date (1) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
A. Jayson Adair | 386,667 | 13,333 | 9/28/2007 | 17.195 | 9/28/2017 | |||||||||||||||||
153,333 | 46,667 | 9/26/2008 | 19.775 | 9/26/2018 | ||||||||||||||||||
2,600,000 | 1,400,000 | 4/14/2009 | 15.105 | 4/14/2019 | ||||||||||||||||||
Vincent W. Mitz | 192,203 | 7,797 | 9/28/2007 | 17.195 | 9/28/2017 | |||||||||||||||||
61,333 | 18,667 | 9/26/2008 | 19.775 | 9/26/2018 | ||||||||||||||||||
85,000 | 65,000 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
93,333 | 106,667 | 3/4/2010 | 17.32 | 3/4/2020 | ||||||||||||||||||
70,000 | 130,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
133,333 | 366,667 | 3/4/2011 | 20.56 | 3/4/2021 | ||||||||||||||||||
William E. Franklin | 27,998 | — | 3/15/2004 | 9.655 | 3/15/2014 | |||||||||||||||||
62,222 | — | 10/4/2005 | 12.015 | 10/4/2015 | ||||||||||||||||||
96,667 | 3,333 | 9/28/2007 | 17.195 | 9/28/2017 | ||||||||||||||||||
56,667 | 43,333 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
14,000 | 26,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
28,000 | 52,000 | 10/15/2010 | 17.11 | 10/15/2020 | ||||||||||||||||||
32,000 | 88,000 | 3/4/2011 | 20.56 | 3/4/2021 | ||||||||||||||||||
Russell D. Lowy | 60,000 | — | 10/21/2002 | 5.495 | 10/21/2012 | |||||||||||||||||
43,586 | — | 8/19/2003 | 4.40 | 8/19/2013 | ||||||||||||||||||
80,000 | — | 1/22/2004 | 9.00 | 1/22/2014 | ||||||||||||||||||
80,000 | — | 10/4/2005 | 12.015 | 10/4/2015 | ||||||||||||||||||
96,667 | 3,333 | 9/28/2007 | 17,195 | 9/28/2017 | ||||||||||||||||||
56,667 | 43,333 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
14,000 | 26,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
42,666 | 117,334 | 3/4/2011 | 20.56 | 3/4/2021 | ||||||||||||||||||
Robert H. Vannuccini | 96,667 | 3,333 | 9/28/2007 | 17.195 | 9/28/2017 | |||||||||||||||||
30,667 | 9,333 | 9/26/2008 | 19.775 | 9/26/2018 | ||||||||||||||||||
56,667 | 43,333 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
14,000 | 26,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
53,333 | 146,667 | 3/4/2011 | 20.56 | 3/4/2021 |
(1) | All option grants vest 20% on the one-year anniversary of the grant date and 1.67% each month thereafter, subject to the executive officer’s continued service to us on each such vesting date. |
Option Awards | |||||||||||
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Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | |||||||||
A. Jayson Adair | 440,926 | 7,622,015 | |||||||||
Vincent W. Mitz | 233,334 | 3,936,739 | |||||||||
William E. Franklin | — | — | |||||||||
Russell D. Lowy | — | — | |||||||||
Robert H. Vannuccini | 60,000 | 895,800 |
(1) | Represents the fair market value of underlying securities on the date of exercise, less the exercise price. |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | |||||||||||
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Equity compensation plans approved by security holders | 16,179,036 | (2) | $ | 16.24 | (3) | 3,317,156 | (4) | |||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 16,179,036 | $ | 16.24 | 3,317,156 |
(1) | We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights under the 1994 Employee Stock Purchase Plan or the weighted average exercise price of outstanding rights under that plan. The 1994 Employee Stock Purchase Plan provides that shares of our common stock may be purchased at a per share price equal to 85% of the fair market value of the common stock on the beginning of the offering period or a purchase date applicable to such offering period, whichever is lower. |
(2) | Reflects the number of shares of common stock to be issued upon exercise of outstanding options under the 2001 Stock Option Plan, the 2007 Equity Incentive Plan, the Johnson Option Agreement, and the Adair Option Agreement. |
(3) | Reflects weighted average exercise price of outstanding options under the 2001 Stock Option Plan, the 2007 Equity Incentive Plan, the Johnson Option Agreement, and the Adair Option Agreement. |
(4) | Includes securities available for future issuance under the 1994 Employee Stock Purchase Plan and the 2007 Equity Incentive Plan. No securities are available for future issuance under the 2001 Stock Option Plan, 1992 Stock Option Plan and 1994 Director Option Plan. |
• | On June 28, 2012, we acquired 2.8 million shares of our common stock at a price of $23.22 per share, or an aggregate purchase price of $65.0 million, from Willis J. Johnson, our chairman and a member of our board of directors. The settlement date for the acquisition of the common stock was on or about June 28, 2012, and the purchase was made pursuant to our existing stock repurchase program. The per share purchase price for the common stock to be acquired was based on the closing price of the Company’s common stock on June 28, 2012 (as reported by the NASDAQ Global Select Market). The repurchase was approved by the independent members of our board of directors and our audit committee. |
• | On September 27, 2012, we acquired 500,000 shares of our common stock at a price per share of $27.77 per share, or an aggregate purchase price of $13.9 million, from Thomas W. Smith, a former member of our board of directors, pursuant to which we acquired 500,000 shares of our common stock at a price of $27.77 per share, or an aggregate purchase price of $13.9 million. The settlement date for the acquisition of the common stock was on or about September 27, 2012, and the purchase was made pursuant to our existing stock repurchase program. The per share purchase price for the common stock to be acquired was based on the closing price of our common stock on September 27, 2012 (as reported by the NASDAQ Global Select Market). The repurchase was approved by the independent members of our board of directors and our audit committee. |
Executive | Purchase Date | Purchase Price | ||||||||
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William E. Franklin | August 4, 2011 | $1,675,000 | ||||||||
Paul A. Styer | September 7, 2011 | $3,100,000 | ||||||||
Russell D. Lowy | September 26, 2011 | $ 742,100 |
Name and Address of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percent of Total Shares Outstanding (2) | ||||||||
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Named executive officers and directors: | ||||||||||
Willis J. Johnson (3) | 14,189,272 | 11.1 | % | |||||||
A. Jayson Adair (4) | 5,644,407 | 4.4 | % | |||||||
Robert H. Vannuccini (5) | 285,155 | * | ||||||||
Daniel J. Englander (6) | 457,900 | * | ||||||||
Vincent W. Mitz (7) | 734,026 | * | ||||||||
Steven D. Cohan (8) | 260,012 | * | ||||||||
James E. Meeks (9) | 257,500 | * | ||||||||
William E. Franklin (10) | 353,117 | * | ||||||||
Matt Blunt (11) | 40,000 | * | ||||||||
Russell D. Lowy (12) | 352,755 | * | ||||||||
Thomas N. Tryforos (13) | 251,344 | * | ||||||||
All directors and executive officers as a group (17 persons) (14) | 23,586,269 | 17.6 | % |
* | Represents less than 1% of our outstanding common stock. |
(1) | Unless otherwise set forth, the mailing address for each of the persons listed in this table is: c/o Copart, Inc., 14185 Dallas Parkway, Suite 300, Dallas, Texas 75254. |
(2) | Based on 124,116,625 shares outstanding as of October 9, 2012. |
(3) | Includes 7,033,071 shares held by the Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997, for which Mr. Johnson and his wife are trustees and 3,689,534 shares held by the Reba Family Limited Partnership II, for which Mr. Johnson and his wife are the general partners. Also includes options to acquire 3,466,667 shares of common stock held by Mr. Johnson that are exercisable within 60 days after October 9, 2012. |
(4) | Includes 1,099,506 shares held directly, 713,232 shares held by Mr. Adair’s wife, 373,639 shares held by the A. Jayson Adair and Tammi L. Adair Revocable Trust, for which Mr. Adair and his wife are trustees, and 24,696 shares held by irrevocable trusts for the benefit of members of Mr. Adair’s immediate family. Also includes options to acquire 3,433,334 shares of common stock held by Mr. Adair that are exercisable within 60 days after October 9, 2012. |
(5) | Includes 1,156 shares held directly, and options to acquire 283,999 shares of common stock held by Mr. Vannuccini that are exercisable within 60 days after October 9, 2012. |
(6) | Includes 117,500 held by Ursula Capital Partners, for which Mr. Englander is the sole general partner, 2,450 shares held by trusts for the benefit of members of Mr. Englander’s immediately family and 9,000 shares held directly by Mr. Englander. Mr. Englander disclaims beneficial ownership of the shares held by Ursula Capital |
Partners except to the extent of his pecuniary interest therein. Also includes options to acquire 200,000 shares of common stock held by Mr. Englander that are exercisable within 60 days after October 9, 2012. |
(7) | Includes 692 shares held directly and options to acquire 733,334 shares of common stock held by Mr. Mitz that are exercisable within 60 days after October 9, 2012. |
(8) | Includes 12 shares owned directly and options to acquire 260,000 shares of common stock held by Mr. Cohan that are exercisable within 60 days after October 9, 2012. |
(9) | Includes options to acquire 257,500 shares of common stock held by Mr. Meeks that are exercisable within 60 days after October 9, 2012. |
(10) | Includes 6,898 shares held directly and options to acquire 346,219 shares of common stock held by Mr. Franklin that are exercisable within 60 days after October 9, 2012. |
(11) | Includes options to acquire 40,000 shares of common stock held by Mr. Blunt that are exercisable within 60 days after October 9, 2012. |
(12) | Includes 21,472 shares held directly and options to acquire 331,283 shares of common stock held by Mr. Lowy that are exercisable within 60 days after October 9, 2012. |
(13) | Includes 251,344 shares held by Elias Charles & Co. LLC, of which Mr. Tryforos is a member. Mr. Tryforos disclaims beneficial ownership of the shares held by Elias Charles & Co. LLC except to the extent of his pecuniary interest. |
(14) | Includes 13,597,935 shares and options to acquire 9,988,334 shares of common stock held by all executive officers and directors as a group that are exercisable within 60 days after October 9, 2012. |
For the Board of Directors | ||||||
COPART, INC. | ||||||
Paul A. Styer, | ||||||
Secretary |
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2012 ANNUAL MEETING: The Proxy Statement and 2012 Annual Report are available free of charge at http://materials.proxyvote.com/217204. |
Directions to: | Copart, Inc. Dallas Corporate Office 14185 Dallas Parkway, Suite 300 Dallas, Texas 75254 | |||||
From: | Dallas Fort Worth International Airport | |||||
Head towards the north exit Take the ramp onto International Parkway (partial toll road) Continue onto TX-121 N Take the exit onto I-635 E Take exit 22C to merge onto Dallas North Tollway N (partial toll road) Take the exit toward Spring Valley Rd/Quorum Dr/Verde Valley Lane (toll road) Merge onto Dallas Parkway Turn left onto Spring Valley Road Turn left onto Dallas Parkway Destination will be on the right |
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| IMPORTANT ANNUAL MEETING INFORMATION | 000004 |
| ENDORSEMENT_LINE __________ SACKPACK __________ | |
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Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas. |
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Electronic Voting Instructions | ||
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Available 24 hours a day, 7 days a week! | ||
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Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. | ||
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | ||
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Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on December 5, 2012. |
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| Vote by Internet |
• Go towww.investorvote.com/CPRT | |
• Or scan the QR code with your smartphone | |
• Follow the steps outlined on the secure website |
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Vote by telephone | |
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• | Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone |
• | Follow the instructions provided by the recorded message |
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Annual Meeting Proxy Card | 1234 5678 9012 345 |
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▼IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ |
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A | Proposals — The Board of Directors recommends a voteFOR all the nominees listed in Proposal 1 andFOR Proposals 2 and 3. |
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1. Election of Directors: | For | Withhold |
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| 01 - Willis J. Johnson | o | o |
| 02 - A. Jayson Adair | o | o |
| 03 - Matt Blunt | o | o | |
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| 04 - Steven D. Cohan | o | o |
| 05 - Daniel J. Englander | o | o |
| 06 - James E. Meeks | o | o |
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| 07 - Vincent W. Mitz | o | o |
| 08 - Thomas N. Tryforos | o | o |
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| For | Against | Abstain |
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| For | Against | Abstain |
2. | Advisory (non-binding) vote to approve executive compensation for the year ended July 31, 2012 (say on pay vote). |
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| 3. | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2013. | o | o | o |
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4. | In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. |
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B | Non-Voting Items |
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Change of Address— Please print new address below. |
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C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
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Date (mm/dd/yyyy) — Please print date below. |
| Signature 1 — Please keep signature within the box. |
| Signature 2 — Please keep signature within the box. |
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▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼ |
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Proxy — Copart, Inc. |
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Proxy for 2012 Annual Meeting of Stockholders |
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COPART, INC. |
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The undersigned stockholder of Copart, Inc. (the “Company”) hereby revokes all previous proxies, acknowledges receipt of the notice of the 2012 Annual Meeting of Stockholders to be held on December 5, 2012, and the proxy statement and appoints A. Jayson Adair and Paul A. Styer or either of them, each with full power of substitution, as the proxy and attorney-in-fact of the undersigned to vote and otherwise represent all of the shares registered in the name of the undersigned at the 2012 Annual Meeting of Stockholders of the Company to be held on Wednesday, December 5, 2012, at 9:00 a.m. Central Time, at 14185 Dallas Parkway, Suite 300, Dallas, TX 75254, and any adjournment thereof, with the same effect as if the undersigned were present and voting such shares on the following matters and in the following manner set forth on the reverse side. |
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For the proposals on the reverse side, the board of directors recommends that you vote “FOR” all of the nominees for director in Proposal 1 and “FOR” Proposals 2 and 3. This Proxy, when properly executed, will be voted as specified on the reverse side. |
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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED: “FOR” THE ELECTION OF THE DIRECTORS LISTED IN ITEM 1, “FOR” THE PROPOSAL LISTED IN ITEM 2, AND “FOR” THE PROPOSAL LISTED IN ITEM 3; AND AS THE PROXY HOLDER MAY DETERMINE IN HIS DISCRETION WITH REGARD TO ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING. |
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CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE |
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SEE REVERSE SIDE |