SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXCHANGE ACT OF 1934
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x | Definitive Proxy Statement Definitive Additional Materials | |
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(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 2015 annual meeting of stockholders or until their respective successors have been duly elected and qualified; |
• | To approve the Copart, Inc. 2014 Employee Stock Purchase Plan; |
• | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers for the fiscal year ended July 31, 2014; |
• | 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, 2015; 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 | 8:00 a.m., Central time, on Wednesday, December 3, 2014 | |||||
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 2015 annual meeting of stockholders or until their respective successors are duly elected and qualified. • To approve the Copart, Inc. 2014 Employee Stock Purchase Plan. • To approve, on an advisory (non-binding) basis, the compensation of our named executive officers for the fiscal year ended July 31, 2014. • 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, 2015. • 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 6, 2014. | |||||
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 2014 annual report by visiting https://materials.proxyvote.com/217204. Our 2014 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 https://materials.proxyvote.com/217204, on or about October 24, 2014. | |||||
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 2014 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 2014 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 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 — APPROVAL OF THE COPART, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN | 19 | |||||
Summary of the 2014 Employee Stock Purchase Plan | 19 | |||||
General | 19 | |||||
Shares Available for Issuance | 19 | |||||
Administration | 19 | |||||
Eligibility | 20 | |||||
Offering Period | 20 | |||||
Enrollment and Participation in the Purchase Plan | 20 | |||||
Purchase Price | 20 | |||||
Payment of Purchase Price; Payroll Deductions | 21 | |||||
Withdrawal | 21 | |||||
Termination of Employment | 21 | |||||
Adjustments upon Changes in Capitalization, Dissolution, Liquidation, Sale of Assets or Merger | 21 | |||||
Amendment and Termination of the Plan | 22 | |||||
Certain U.S. Federal Income Tax Information | 22 | |||||
New Plan Benefits | 22 | |||||
Required Vote | 23 | |||||
Recommendation of our Board of Directors | 23 |
Page | ||||||
---|---|---|---|---|---|---|
PROPOSAL NUMBER THREE — ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION | 24 | |||||
Compensation Program and Philosophy | 24 | |||||
Required Vote | 25 | |||||
Recommendation of our Board of Directors | 25 | |||||
PROPOSAL NUMBER FOUR — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 26 | |||||
General | 26 | |||||
Vote Required | 26 | |||||
Recommendation of our Board of Directors | 26 | |||||
Auditor Fees and Services | 26 | |||||
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 27 | |||||
Report of the Audit Committee | 27 | |||||
EXECUTIVE OFFICERS | 29 | |||||
EXECUTIVE COMPENSATION | 32 | |||||
Forward-Looking Statements | 32 | |||||
Compensation Discussion and Analysis | 32 | |||||
Role of Management in Compensation Process | 33 | |||||
Compensation Philosophy and Program Design | 33 | |||||
Compensation of Messrs. Johnson, Adair and Mitz | 34 | |||||
Principal Components of Executive Compensation | 37 | |||||
Other Considerations | 40 | |||||
COMPENSATION COMMITTEE REPORT | 42 | |||||
Fiscal Year 2014 Summary Compensation Table | 43 | |||||
Grants of Plan-Based Awards in Fiscal Year 2014 | 45 | |||||
Outstanding Equity Awards at 2014 Fiscal Year End | 46 | |||||
Option Exercises in Fiscal Year 2014 | 47 | |||||
Pension Benefits | 47 | |||||
Potential Post-Employment Payments upon Termination or Change in Control | 47 | |||||
Equity Compensation Plan Information | 48 | |||||
RELATED PERSON TRANSACTIONS | 50 | |||||
Audit Committee Approval Policy | 50 | |||||
Related Person Transactions | 50 | |||||
Other Related Person Transactions | 51 | |||||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 52 | |||||
SECURITY OWNERSHIP | 53 | |||||
OTHER MATTERS | 55 | |||||
Other Matters | 55 | |||||
Adjournment of the 2014 Annual Meeting | 55 | |||||
Annual Report | 55 | |||||
Directions to the Copart, Inc. 2014 Annual Stockholder Meeting | 56 | |||||
Appendix A — Copart, Inc. 2014 Employee Stock Purchase Plan | 57 |
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254
(972) 391-5000
For the Annual Meeting of Stockholders
To Be Held December 3, 2014
ABOUT THE PROXY MATERIALS AND ANNUAL MEETING
• | To elect the eight nominees for director named in this proxy statement to hold office until our 2015 annual meeting of stockholders or until their respective successors are duly elected and qualified; |
• | To approve the Copart, Inc. 2014 Employee Stock Purchase Plan; |
• | To approve, on an advisory (non-binding) basis, the compensation of our named executive officers for the fiscal year ended July 31, 2014, 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, 2015. |
• | “FOR” each of the eight nominees for director named in this proxy statement. |
• | “FOR” the approval of the Copart, Inc. 2014 Employee Stock Purchase Plan. |
• | “FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers for the fiscal year ended July 31, 2014. |
• | “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2015 fiscal year. |
director or may distribute them among the number to be voted for, or for any two or more of them as such stockholder may see fit.
Proposal | Vote Required | Discretionary Voting Allowed? | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Election of directors | Plurality of the votes cast | No | ||||||||
Approval of the Copart, Inc. 2014 Employee Stock Purchase Plan | Majority of the votes cast | No | ||||||||
Advisory Vote to Approve Executive Compensation | Majority of the votes cast | No | ||||||||
Ratification of Appointment of Ernst & Young LLP | Majority of the votes cast | Yes |
on Form 8-K to publish preliminary results and, within four business days after final results are known, file an additional Current Report on Form 8-K to publish the final results.
Attn: Corporate Secretary
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254
the direction of our board of directors, or (iii) properly brought before the meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our corporate secretary, which notice must contain the information specified in our bylaws. To be timely for our 2015 annual meeting of stockholders, our corporate secretary must receive the written notice at our principal executive offices:
• | not earlier than August 10, 2015, and |
• | not later than the close of business on September 9, 2015. |
• | 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 | |||||||||||
Thomas N. Tryforos | — | 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. |
that each of the members of our nominating and governance committee are “independent directors” as contemplated by NASDAQ rules.
• | 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. |
an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management.
Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Totals ($) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willis J. Johnson | 35,000 | — | 6,000 | 41,000 | ||||||||||||||
Matt Blunt | 70,000 | 382,388 | — | 452,388 | ||||||||||||||
Steven D. Cohan | 80,000 | 382,388 | — | 462,388 | ||||||||||||||
Daniel J. Englander | 70,000 | 382,388 | — | 452,388 | ||||||||||||||
James E. Meeks | 70,000 | 382,388 | — | 452,388 | ||||||||||||||
Thomas N. Tryforos | 70,000 | 382,388 | — | 452,388 |
(1) | Amounts shown represent the aggregate grant date fair values of awards of stock options granted in fiscal 2014, which were computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 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-Based Payment Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2014. |
(2) | Includes $6,000 related to personal use of a company owned automobile. |
Name | Aggregate Number of Shares Underlying Options | |||||
---|---|---|---|---|---|---|
Willis J. Johnson | 4,600,000 | |||||
Matt Blunt | 55,000 | |||||
Steven D. Cohan | 280,000 | |||||
Daniel J. Englander | 280,000 | |||||
James E. Meeks | 240,000 | |||||
Thomas N. Tryforos | 80,000 |
Name | Age | Position | Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Willis J. Johnson | 67 | Chairman of the Board | 1982 | |||||||||||
A. Jayson Adair | 44 | Chief Executive Officer and Director | 1992 | |||||||||||
Matt Blunt | 43 | Director | 2009 | |||||||||||
Steven D. Cohan | 53 | Director | 2004 | |||||||||||
Daniel J. Englander | 45 | Director | 2006 | |||||||||||
James E. Meeks | 65 | Director | 1996 | |||||||||||
Vincent W. Mitz | 51 | President | 2011 | |||||||||||
Thomas N. Tryforos | 55 | Director | 2012 |
Name of Individual or Group | Number of Shares Purchased | Weighted Average Per Share Purchase Price ($) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
A. Jayson Adair, Chief Executive Officer | — | — | ||||||||
Vincent W. Mitz, President | — | — | ||||||||
William Franklin, Executive Vice President and Chief Financial Officer | 740 | 28.43 | ||||||||
Robert Vannuccini, Senior Vice President, Sales and Chief Sales Officer | 510 | 28.49 | ||||||||
Paul Styer, Senior Vice President, General Counsel and Secretary | 740 | 28.43 | ||||||||
All executive officers, as a group | 3,561 | 28.65 | ||||||||
All directors who are not executive officers, as a group | — | — | ||||||||
All employees who are not executive officers, as a group | 81,967 | 28.54 |
• | 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. |
“RESOLVED, that the stockholders approve, on an advisory basis in a non-binding vote, the compensation of Copart, Inc.’s named executive officers as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures set forth in the proxy statement relating to Copart’s 2014 annual meeting of stockholders.” |
REGISTERED PUBLIC ACCOUNTING FIRM
Nature of Service | Fiscal Year 2014 | Fiscal Year 2013 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees (1) | $ | 1,693,200 | $ | 1,487,200 | ||||||
Audit-Related Fees (2) | $ | 5,300 | $ | 7,000 | ||||||
Tax Fees (3) | $ | 865,700 | $ | 627,500 | ||||||
All Other Fees (4) | $ | 2,300 | $ | 2,300 | ||||||
Total Fees | $ | 2,566,500 | $ | 2,124,000 |
(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. |
or professional services and took, or recommended that our 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 | 67 | Chairman of the Board | ||||||||
A. Jayson Adair | 44 | Chief Executive Officer and Director | ||||||||
Vincent W. Mitz | 51 | President and Director | ||||||||
William E. Franklin | 58 | Executive Vice President and Chief Financial Officer | ||||||||
Paul A. Styer | 58 | Senior Vice President, General Counsel and Secretary | ||||||||
Robert H. Vannuccini | 48 | Senior Vice President, Sales and Chief Sales Officer | ||||||||
Sean Eldridge | 45 | Senior Vice President, Chief Operating Officer | ||||||||
Thomas E. Wylie | 63 | Senior Vice President, Human Resources | ||||||||
Rama Prasad | 55 | Senior Vice President, Chief Technology Officer | ||||||||
Matthew M. Burgener | 39 | Senior Vice President, Marketing | ||||||||
Anthony F. Cristello | 45 | Senior Vice President, Business Development | ||||||||
Bruce W. Bishop | 46 | Senior Vice President, Finance | ||||||||
John Lindle | 42 | Senior Vice President, Strategic Growth |
toy retailer. From December 2002 to June 2010, Mr. Bishop held various positions with YUM! Brands, a fast food company, including director, investor relations from June 2008 to June 2010; director, strategic planning from June 2006 to June 2008; and director, financial planning and analysis from November 2004 to June 2006. Mr. Bishop received an M.B.A. from the University of Notre Dame and a B.S. in electrical engineering and math from Vanderbilt University.
• | 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. |
an independent director under NASDAQ rules, an “outside director” for purposes of Section 162(m) of the Internal Revenue Code, and a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.
• | Attract and retain senior executive management; |
• | Motivate their performance toward corporate objectives; and |
• | Align their long-term interests with those of our stockholders. |
performance-based, whether in the form of cash bonus or equity compensation. We consider “performance-based” compensation to be the portion of an executive’s total compensation that is determined based on the executive’s individual contribution 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, (i) Mr. Adair’s compensation program is entirely performance based as his ability to realize any material compensation from us during the ten year period from April 2009 to April 2019 depends on the market price performance of our common stock and (ii) Mr. Mitz’s compensation program is entirely performance based as his ability to realize any material compensation from us during the five year period from December 2013 to December 2018 depends on the market 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.
they would agree to forego any additional equity incentives until the options were fully vested. Our compensation committee believed the proposal demonstrated an extraordinary commitment to us and our stockholders by our senior management and offered strong evidence of their conviction concerning our strategy and prospects.
• | 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 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 our stockholders of record as of March 23, 2012. |
which equaled the fair market value of our common stock on the date of grant. As a result, Messrs. Johnson and Adair were not eligible to be considered for any additional compensation other than their salaries of $1.00 per year and appropriate benefits and perquisites during the five-year vesting term of the stock options. The option grants fully vested in April 2014.
Number of Shares | ||||||
Subject to Option | 2,000,000 shares of our common stock for Mr. Adair. 1,500,000 shares of our common stock for Mr. Mitz. | |||||
Exercise Price | Equal to the closing price of our common stock in trading on the NASDAQ on the date of grant. | |||||
Vesting | Mr. Adair: 20% of the shares become exercisable on April 15, 2015; the balance of the shares become exercisable on a monthly basis over 48 months at the rate of 33,333 shares per month. Mr. Mitz: 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 24,999 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. |
not eligible to be considered for any additional compensation other than their salaries of $1.00 per year and appropriate benefits and perquisites during the five-year vesting term of the stock options.
Named Executive Officer | 2014 Base Salary | |||||
---|---|---|---|---|---|---|
A. Jayson Adair | $ | 1 | ||||
Vincent W. Mitz | $ | 1 | (1) | |||
William E. Franklin | $ | 400,000 | (2) | |||
Robert H. Vannuccini | $ | 295,000 | ||||
Paul A. Styer | $ | 285,000 |
(1) | Mr. Mitz’s base salary for 2014 was $650,000 per year from August 1, 2013 to December 16, 2013. In connection with Mr. Mitz’s option grant described in greater detail above, Mr. Mitz agree to forego all salary and bonus compensation, other than $1 per year. Therefore, following stockholder approval of his option grant in December, 2013, Mr. Mitz’s base salary was reduced to $1 per year. |
(2) | Mr. Franklin’s base salary was $345,000 per year from August 1, 2013 through March 4, 2014. In connection with Mr. Franklin’s promotion from senior vice president to executive vice president, the compensation committee approved an increase in Mr. Franklin’s base salary to a new total of $400,000 per year. |
Named Executive Officer | Number of Option Shares | |||||
---|---|---|---|---|---|---|
A. Jayson Adair | — | |||||
Vincent W. Mitz | — | |||||
William E. Franklin | 175,000 | (1) | ||||
Robert H. Vannuccini | 60,000 | |||||
Paul A. Styer | 60,000 |
(1) | Mr. Franklin was granted an option to purchase 75,000 shares on January 14, 2014 and an option to purchase 100,000 shares on March 4, 2014. |
COMPENSATION COMMITTEE Daniel J. Englander (chairman) Steven D. Cohan Thomas N. Tryforos |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
A. Jayson Adair | 2014 | 1 | (4) | — | 22,860,000 | 18,000 | (5) | 22,878,001 | ||||||||||||||||||
Chief Executive Officer | 2013 | 1 | — | — | 18,000 | 18,001 | ||||||||||||||||||||
2012 | 1 | — | — | 10,800 | 10,801 | |||||||||||||||||||||
Vincent W. Mitz | 2014 | 265,000 | (6) | — | 17,145,000 | 11,860 | (7) | 17,421,860 | ||||||||||||||||||
President | 2013 | 650,000 | 600,000 | — | 13,400 | 1,263,400 | ||||||||||||||||||||
2012 | 650,000 | 600,000 | — | 13,400 | 1,263,400 | |||||||||||||||||||||
William E. Franklin | 2014 | 363,423 | — | 2,047,000 | 12,500 | (8) | 2,422,923 | |||||||||||||||||||
Executive Vice President | 2013 | 325,000 | 349,422 | — | 12,500 | 686,922 | ||||||||||||||||||||
and Chief Financial Officer | 2012 | 310,000 | 316,778 | — | 10,550 | 637,328 | ||||||||||||||||||||
Robert H. Vannuccini | 2014 | 292,288 | — | 698,400 | 12,500 | (9) | 1,003,188 | |||||||||||||||||||
Senior Vice President, | 2013 | 275,000 | 268,583 | — | 9,000 | 552,583 | ||||||||||||||||||||
Sales and Chief Sales Officer | 2012 | 260,000 | 370,506 | — | 5,850 | 636,356 | ||||||||||||||||||||
Paul A. Styer* | 2014 | 284,173 | — | 698,400 | 12,500 | (10) | 995,073 | |||||||||||||||||||
Senior Vice President, | ||||||||||||||||||||||||||
General Counsel and | ||||||||||||||||||||||||||
Secretary |
* | Mr. Styer was not a named executive officer in fiscal 2012 or fiscal 2013 and, in accordance with SEC guidance, no compensation information is included for fiscal 2012 and fiscal 2013. |
(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. The amount of bonus earned in fiscal 2014 is not calculable through October 20, 2014 and the amount of bonus is expected to be determined by November 15, 2014. Once such bonuses, if any, are determined, such amounts will be disclosed in a filing under Item 5.02(f) of Form 8-K. |
(2) | Amounts shown do not reflect compensation actually received by the named executive officers. Instead, amounts shown represent the grant date fair values of awards of stock options granted in the fiscal year 2014, which were computed in accordance with 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-Based Payment Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2014. For the number of outstanding equity awards held by the named executive officers as of July 31, 2014, see the “Outstanding Equity Awards” table in this proxy statement. Each option was granted either (i) under the 2007 Equity Incentive Plan, or (ii) with respect to Mr. Adair, pursuant to Copart, Inc. stand alone stock option award agreement dated December 16, 2013 between Copart, Inc. and A. Jayson Adair (the “Adair Option Grant”), or (iii) with respect to Mr. Mitz, pursuant to the Copart, Inc. stand alone stock option agreement dated December 16, 2013 between Copart, Inc. and Vincent W. Mitz, and each option 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 (or in the case of the Adair Option Grant, from April 15, 2014), 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 that began on April 14, 2009 and ended on April 14, 2014, and for the period that began April 15, 2014, Mr. Adair received $1 per year in salary. |
(5) | Includes $18,000 related to personal use of company-owned automobiles. |
(6) | For the period that began on August 1, 2013 and ended December 16, 2013, Mr. Mitz’s salary was $650,000 per year. For the period following December 16, 2013, Mr. Mitz received $1 per year in salary. |
(7) | Includes $1,060 for 401(k) matching contribution paid by us on behalf of Mr. Mitz and $10,800 related to personal use of a company-owned automobile. |
(8) | Includes $3,500 for 401(k) matching contribution paid by us on behalf of Mr. Franklin and $9,000 related to an automobile allowance. |
(9) | Includes $3,500 for 401(k) matching contribution paid by us on behalf of Mr. Vannuccini and $9,000 related to an automobile allowance. |
(10) | Includes $3,500 for 401(k) matching contribution paid by us on behalf of Mr. Styer and $9,000 related to an automobile allowance. |
Named Executive Officer | Grant Date | All Option Awards: Number of Securities Underlying Options (#)(1) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
A. Jayson Adair | 12/16/2013 | 2,000,000 | 35.62 | 22,860,000 | ||||||||||||||
Vincent W. Mitz | 12/16/2013 | 1,500,000 | 35.62 | 17,145,000 | ||||||||||||||
William E. Franklin | 03/04/2014 | 100,000 | 36.63 | 1,174,000 | ||||||||||||||
01/14/2014 | 75,000 | 36.11 | 873,000 | |||||||||||||||
Robert H. Vannuccini | 01/14/2014 | 60,000 | 36.11 | 698,400 | ||||||||||||||
Paul A. Styer | 01/14/2014 | 60,000 | 36.11 | 698,400 |
(1) | All option grants vest 20% on the one-year anniversary of the grant date and 1.67% each month thereafter, subject to the executive officer’s continued service to us on each such vesting date. |
(2) | Amounts shown represent the grant date fair values of awards of stock options granted in the fiscal year 2014, which were computed in accordance with ASC Topic 718. There can be no assurances that the amounts disclosed will ever be realized. Assumptions used in the calculation of these amounts are included in Note 1, “Summary of Significant Accounting Policies — Stock-Based Payment Compensation” to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2014. |
Named Executive Officer | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Grant Date (1) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
A. Jayson Adair | 400,000 | — | 9/28/2007 | 17.195 | 9/28/2017 | |||||||||||||||||
200,000 | — | 9/26/2008 | 19.775 | 9/26/2018 | ||||||||||||||||||
4,000,000 | — | 4/14/2009 | 15.105 | 4/14/2019 | ||||||||||||||||||
— | 2,000,000 | 12/16/2013 | 35.62 | 12/16/2023 | ||||||||||||||||||
Vincent W. Mitz | 200,000 | — | 9/28/2007 | 17.195 | 9/28/2017 | |||||||||||||||||
80,000 | — | 9/26/2008 | 19.775 | 9/26/2018 | ||||||||||||||||||
144,324 | 5,676 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
173,333 | 26,667 | 3/4/2010 | 17.32 | 3/4/2020 | ||||||||||||||||||
150,000 | 50,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
333,333 | 166,667 | 3/4/2011 | 20.56 | 3/4/2021 | ||||||||||||||||||
— | 1,500,000 | 12/16/2013 | 35.62 | 12/16/2023 | ||||||||||||||||||
William E. Franklin | 100,000 | — | 9/28/2007 | 17.195 | 9/28/2017 | |||||||||||||||||
96,667 | 3,333 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
30,000 | 10,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
60,000 | 20,000 | 10/15/2010 | 17.11 | 10/15/2020 | ||||||||||||||||||
80,000 | 40,000 | 3/4/2011 | 20.56 | 3/4/2021 | ||||||||||||||||||
— | 100,000 | 1/14/2014 | 36.11 | 1/14/2024 | ||||||||||||||||||
— | 75,000 | 3/4/2014 | 36.63 | 3/4/2024 | ||||||||||||||||||
Robert H. Vannuccini | 6,491 | — | 9/26/2008 | 19.775 | 9/26/2018 | |||||||||||||||||
95,991 | 4,009 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
30,000 | 10,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
133,333 | 66,667 | 3/4/2011 | 20.56 | 3/4/2021 | ||||||||||||||||||
— | 60,000 | 1/14/2014 | 36.11 | 1/14/2024 | ||||||||||||||||||
Paul A. Styer | 80,000 | — | 10/4/2005 | 12.015 | 10/4/2015 | |||||||||||||||||
100,000 | — | 9/28/2007 | 17.195 | 9/28/2017 | ||||||||||||||||||
77,334 | 2,666 | 9/25/2009 | 16.43 | 9/25/2019 | ||||||||||||||||||
30,000 | 10,000 | 10/4/2010 | 16.38 | 10/4/2020 | ||||||||||||||||||
80,000 | 40,000 | 3/4/2011 | 20.56 | 3/4/2021 | ||||||||||||||||||
— | 60,000 | 1/14/2014 | 36.11 | 1/14/2024 |
(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 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | |||||||||
A. Jayson Adair | — | — | |||||||||
Vincent W. Mitz | 200,000 | 3,843,118 | |||||||||
William E. Franklin | — | — | |||||||||
Robert H. Vannuccini | 33,509 | 567,270 | |||||||||
Paul A. Styer | 11,534 | 289,837 |
(1) | Represents the fair market value of underlying securities on the date of exercise, less the exercise price. |
in effect immediately prior to such assignment, or the removal of the executive from such position and responsibilities; (ii) a material reduction by us in his base salary as in effect immediately prior to such reduction; or (iii) any material breach by us of any material provision of the employment agreement.
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) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 19,082,092 | (2) | $ | 21.64 | (3) | 5,549,688 | (4) | |||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||
Total | 19,082,092 | $ | 21.64 | 5,549,688 |
(1) | We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights under the 2014 Employee Stock Purchase Plan or the weighted average exercise price of outstanding rights under that plan. The 2014 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, the 2009 Adair Option Agreement, the 2013 Adair Option Agreement, and the Mitz 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, the 2009 Adair Option Agreement, the 2013 Adair Option Agreement, and the Mitz Option Agreement. |
(4) | Includes securities available for future issuance under the 2014 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, 1994 Director Option Plan and 1994 Purchase Plan. |
Property or Equipment | Total Lease Payments | Ownership Interest | Amount of Related Person Interest | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
QCSA Elgin | $ | 504,000 | 50 | % | $ | 252,000 | ||||||||
QCSA Eldridge | $ | 219,663 | 50 | % | $ | 109,832 | ||||||||
QCSA Hammond | $ | 448,483 | 33 | % | $ | 148,000 | ||||||||
Crashed Toys Iowa | $ | 300,225 | 40 | % | $ | 120,090 | ||||||||
QCSA Equipment | $ | 116,443 | * | 50 | % | $ | 58,222 | |||||||
Total | $ | 688,144 |
* | Includes lease termination payment of $100,000. |
Facility | Purchase Price | Ownership Interest | Amount of Related Person Interest | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
QCSA Eldridge | $ | 3,211,492 | 50 | % | $ | 1,605,746 | ||||||||
Crashed Toys Iowa | $ | 4,217,486 | 40 | % | $ | 1,686,995 | ||||||||
Total | $ | 3,292,741 |
Name and Address of Beneficial Owner(1) | Number of Shares Beneficially Owned | Percent of Total Shares Outstanding(2) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
5% or more beneficial owners, executive officers and directors: | ||||||||||
BlackRock, Inc. (3) | 6,652,986 | 5.3 | % | |||||||
The Vanguard Group (4) | 6,597,368 | 5.2 | % | |||||||
Willis J. Johnson (5) | 14,363,690 | 11.0 | % | |||||||
A. Jayson Adair (6) | 6,188,730 | 4.7 | % | |||||||
Robert H. Vannuccini (7) | 292,163 | * | ||||||||
Daniel J. Englander (8) | 457,640 | * | ||||||||
Vincent W. Mitz (9) | 973,987 | * | ||||||||
Steven D. Cohan (10) | 240,006 | * | ||||||||
James E. Meeks (11) | 200,000 | * | ||||||||
William E. Franklin (12) | 399,397 | * | ||||||||
Matt Blunt (13) | 15,000 | * | ||||||||
Paul A. Styer (14) | 432,563 | * | ||||||||
Thomas N. Tryforos (15) | 291,334 | * | ||||||||
All directors and executive officers as a group (18 persons) (16) | 24,101,808 | 17.4 | % |
* | Represents less than 1% of our outstanding common stock. |
(1) | Unless otherwise set forth in these footnotes, 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 126,242,365 shares outstanding as of October 6, 2014. |
(3) | Includes 6,111,789 shares as to which BlackRock, Inc. (“BlackRock”) and its affiliates have sole voting power, and 6,652,986 shares as to which BlackRock and its affiliates have sole dispositive power. Beneficial ownership information is based on a Schedule 13G filed with the SEC on January 28, 2014. The address of BlackRock and its affiliates is 40 East 52nd Street, New York, NY 10022. |
(4) | Includes 69,288 shares as to which The Vanguard Group (“Vanguard”) and its affiliates have sole voting power, 6,535,480 shares as to which Vanguard and its affiliates have sole dispositive power, and 61,888 shares as to which Vanguard and its affiliates have shared dispositive power. Beneficial ownership information is based on a Schedule 13G filed with the SEC on February 12, 2014. The address of Vanguard and its affiliates is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. |
(5) | Includes 7,395,645 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 2,368,047 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 4,600,000 shares of common stock held by Mr. Johnson that are exercisable within 60 days after October 6, 2014. |
(6) | Includes 1,014,033 shares held by the A. Jayson Adair and Tammi L. Adair Revocable Trust, for which Mr. Adair and his wife are trustees, 24,696 shares held by irrevocable trusts for the benefit of members of Mr. Adair’s immediate family and 550,000 shares held by JTGJ Investments, LP, a Texas limited partnership. Mr. Adair disclaims beneficial ownership of the shares held by JTGJ Investments, LP, except to the extent of his pecuniary interest. Also includes options to acquire 4,600,000 shares of common stock held by Mr. Adair that are exercisable within 60 days after October 6, 2014. |
(7) | Includes 2,339 shares held directly, and options to acquire 289,824 shares of common stock held by Mr. Vannuccini that are exercisable within 60 days after October 6, 2014. |
(8) | Includes 199,900 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 15,290 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 240,000 shares of common stock held by Mr. Englander that are exercisable within 60 days after October 6, 2014. |
(9) | Includes 12,320 shares held directly and options to acquire 961,667 shares of common stock held by Mr. Mitz that are exercisable within 60 days after October 6, 2014. |
(10) | Includes 6 shares owned directly and options to acquire 240,000 shares of common stock held by Mr. Cohan that are exercisable within 60 days after October 6, 2014. |
(11) | Includes options to acquire 200,000 shares of common stock held by Mr. Meeks that are exercisable within 60 days after October 6, 2014. |
(12) | Includes 10,731 shares held directly and options to acquire 388,666 shares of common stock held by Mr. Franklin that are exercisable within 60 days after October 6, 2014. |
(13) | Includes options to acquire 15,000 shares of common stock held by Mr. Blunt that are exercisable within 60 days after October 6, 2014. |
(14) | Includes 52,230 shares held directly and options to acquire 380,333 shares of common stock held by Mr. Styer that are exercisable within 60 days after October 6, 2014. |
(15) | Includes 251,334 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. Also includes options to acquire 40,000 shares of common stock held by Mr. Tryforos that are exercisable within 60 days after October 6, 2014. |
(16) | Includes 11,927,172 shares and options to acquire 12,174,636 shares of common stock held by all executive officers and directors as a group that are exercisable within 60 days after October 6, 2014. |
For the Board of Directors | ||||||
COPART, INC. | ||||||
Paul A. Styer, | ||||||
Secretary |
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2014 ANNUAL MEETING: The Proxy Statement and 2014 Annual Report are available free of charge at https://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 |
2014 EMPLOYEE STOCK PURCHASE PLAN
may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’s receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant’s subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.
or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:
__ Original Application | Enrollment Date: ______________ | |||||
__ Change in Payroll Deduction Rate | ||||||
__ Change of Beneficiary(ies) |
1. | ___________________ hereby elects to participate in the Copart, Inc. 2014 Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan. |
2. | I hereby authorize payroll deductions from each paycheck in the amount of ___% (not to exceed 10%) of my Compensation on each payday during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.) |
3. | I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option. |
4. | I have received a copy of the complete “Employee Stock Purchase Plan.” I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that the grant of the option by the Company under this Subscription Agreement is subject to obtaining shareholder approval of the Employee Stock Purchase Plan. |
5. | Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse Only): ___________________ |
6. | I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares) or within 1-year after the Exercise Date, I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares.I hereby agree to notify the Company in writing within 30 days after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the two-year and one-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. |
7. | I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan. |
8. | In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan: |
NAME: (Please print) _________________________________________________________ | |||||||||||
(First) (Middle) (Last) | |||||||||||
Relationship | |||||||||||
(Address) | |||||||||||
NAME: (Please print) _________________________________________________________ | |||||||||||
(First) (Middle) (Last) | |||||||||||
Relationship | |||||||||||
(Address) |
Employee’s Social Security Number: | |||||||||||
Employee’s Address: | |||||||||||
Dated: | ||||||
Signature of Employee | ||||||
Spouse’s Signature (If beneficiary other than spouse) |
Name and Address of Participant: | ||||||
Signature: | ||||||
Date: |
Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on December 3, 2014.
Vote by Internet
• | Go towww.investorvote.com/CPRT |
• | Or scan the QR code with your smartphone |
• | Follow the steps outlined on the secure website |
Vote by telephone
• | 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 |
Using ablack ink pen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. | x |
Annual Meeting Proxy Card | 1234 | 5678 | 9012 | 345 |
qIF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
A Proposals — The Board of Directors recommends a voteFORall the nominees listed in Proposal 1 andFOR Proposals 2, 3 and 4. | |||||||||
1. Election of Directors: | For | Withhold | For | Withhold | For | Withhold | + | ||
01 - Willis J. Johnson | o | o | 02 - A. Jayson Adair | o | o | 03 - Matt Blunt | o | o | |
04 - Steven D. Cohan | o | o | 05 - Daniel J. Englander | o | o | 06 - James E. Meeks | o | o | |
07 - Vincent W. Mitz | o | o | 08 - Thomas N. Tryforos | o | o |
For | Against | Abstain | |
2. To approve the Copart, Inc. 2014 Employee Stock Purchase Plan. | o | o | o |
3. Advisory (non-binding) vote to approve executive compensation for the year ended July 31, 2014 (say-on-pay vote). | o | o | o |
4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2015. | o | o | o |
5. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. |
B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Sign exactly as your name(s) appears on your stock certificate. A corporation is requested to sign its name by its President or other authorized officer, with the office held designated.
Executors, administrators, trustees, etc. are requested to so indicate when signing. If stock is registered in two names, both should sign.
Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
/ / |
g | + |
01WWDC
qIF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
Proxy — Copart, Inc.
Proxy for 2014 Annual Meeting of Stockholders | + |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COPART, INC.
The undersigned stockholder of Copart, Inc. (the “Company”) hereby revokes all previous proxies, acknowledges receipt of the notice of the 2014 Annual Meeting of Stockholders to be held on December 3, 2014, 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 2014 Annual Meeting of Stockholders of the Company to be held on Wednesday, December 3, 2014, at 8:00 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.
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, 3 and 4. This Proxy, when properly executed, will be voted as specified on the reverse side.
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, “FOR” THE PROPOSAL LISTED IN ITEM 3, AND “FOR” THE PROPOSAL LISTED IN ITEM 4; AND AS THE PROXY HOLDER MAY DETERMINE IN HIS DISCRETION WITH REGARD TO ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
SEE REVERSE SIDE
C Non-Voting Items | ||
Change of Address— Please print new address below. | Meeting Attendance | |
Mark box to the right if you plan to attend the Annual Meeting. | o |
g | IF VOTING BY MAIL, YOUMUSTCOMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. | + |