UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

December 2, 2014

 


 

COPART, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   0-23255   94-2867490
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer
Identification No.)

 

14185 Dallas Parkway, Suite 300

Dallas, Texas 75254

(Address of principal executive offices, including zip code)

 

(972) 391-5000

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

 

2014 Employee Stock Purchase Plan

 

The Board of Directors of Copart, Inc. (the “Company”) previously adopted, subject to stockholder approval, the Copart, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”). At the Company’s annual meeting of stockholders (the “Annual Meeting”) held on December 3, 2014, the stockholders of the Company approved and ratified the ESPP.

 

The terms and conditions of the ESPP are described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on October 24, 2014 (the “Proxy Statement”). The ESPP is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

 

Fiscal 2015 Base Salaries

 

On December 2, 2014, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of the Company approved the annual base salaries for fiscal 2015 for the Company’s named executive officers. Following is a summary of the annual base salaries for fiscal 2015 for our named executive officers.

 

Name Position

Annual Base Salary

(Fiscal 2015)

A. Jayson Adair

 

Chief Executive Officer $1 (1)

Vincent W. Mitz

 

President $1 (1)

William E. Franklin

 

Executive Vice President and Chief Financial Officer $400,000 (2)

Robert H. Vannuccini

 

Senior Vice President, Sales, and Chief Sales Officer $310,000 (3)
Paul A. Styer Senior Vice President, General Counsel and Secretary $295,000 (4)
(1) Represents no change in annual base salary from fiscal 2014 base salary. In connection with the grant of stock options on December 16, 2013 to Messrs. Adair and Mitz, as described in greater detail in the Proxy Statement, Messrs. Adair and Mitz agreed to forego all salary and bonus compensation, other than $1 per year, until their respective options were fully vested.
(2) Represents no change in annual base salary from fiscal 2014 base salary.
(3) Represents an increase of approximately 5.1% in annual base salary, effective as of November 23, 2014.
(4) Represents an increase of approximately 3.5% in annual base salary, effective as of November 23, 2014.

 

Fiscal 2014 Bonuses

 

On December 2, 2014, the Compensation Committee approved cash bonuses for the fiscal year ended July 31, 2014 for the Company’s named executive officers. As indicated in footnote (1) to the Summary Compensation Table contained in the Proxy Statement, the “Bonus” amounts were omitted from the Summary Compensation Table for the fiscal year ended July 31, 2014 because the amount of the cash bonuses had not been determined at the time of filing the Proxy Statement. All other compensation for the Company’s named executive officers for fiscal 2014 was reported by the Company in the Summary Compensation Table on page 43 of the Proxy Statement. Pursuant to Item 5.02(f) of Form 8-K, the cash bonus awards for the named executive officers for fiscal 2014 are set forth below together with the new total compensation amount, as applicable.

 


 

Name and Principal Position Fiscal Year Bonus ($) New Total ($)

A. Jayson Adair

Chief Executive Officer

2014            _ No change

Vincent W. Mitz

President

2014            _ No change

William E. Franklin

Executive Vice President and Chief Financial Officer

2014 200,000 2,622,923

Robert H. Vannuccini

Senior Vice President, Sales and Chief Sales Officer

2014 126,050 1,129,238

Paul A. Styer

Senior Vice President, General Counsel and Secretary

2014 140,821 1,135,894

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Company’s Annual Meeting, of the 126,242,365 shares of the Company’s common stock outstanding as of October 6, 2014, 121,560,408 shares were represented at the Annual Meeting, either in person or by proxy, constituting 96.29% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below.

 

1. Election of Directors. The stockholders elected the following nominees to serve as directors, each to hold office until the Company’s 2015 annual meeting of stockholders or until their respective successors are duly elected and qualified:

 

Nominee   Votes For   Votes Withheld     Broker Non-Votes
Willis J. Johnson   106,224,936   7,514,921     7,820,551
A. Jayson Adair   110,645,163   3,094,694     7,820,551
Matt Blunt   110,526,805   3,213,052     7,820,551
Steven D. Cohan   109,910,888   3,828,969     7,820,551
Daniel J. Englander   106,381,053   7,358,804     7,820,551
James E. Meeks     99,908,873   13,830,984     7,820,551
Vincent W. Mitz   101,929,002   11,810,855     7,820,551
Thomas N. Tryforos   112,332,445   1,407,412     7,820,551

 

2. Approval of the Copart, Inc. 2014 Employee Stock Purchase Plan. The stockholders approved the Copart, Inc. 2014 Employee Stock Purchase Plan as disclosed in the Company’s proxy statement:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
113,231,215   385,064   123,578   7,820,551

 


 

3. Advisory Vote on Approval of Executive Compensation. On an advisory (non-binding) basis, the stockholders approved the compensation of our named executive officers for the year ended July 31, 2014 as disclosed in our proxy statement:

 

                 
Votes For   Votes Against   Abstentions   Broker Non-Votes
67,697,105   45,540,714   502,038   7,820,551

 

4. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Ernst & Young LLP as Copart’s independent registered public accounting firm for the fiscal year ending July 31, 2015, based on the following results of voting:

 

                 
Votes For   Votes Against   Abstentions   Broker Non-Votes
117,838,407   3,671,531   50,470   None
                     

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1  

Copart, Inc. 2014 Employee Stock Purchase Plan.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COPART, INC.
     
  By: /s/ Paul A. Styer  
   

Paul A. Styer

Senior Vice President, General Counsel, and Secretary

Date: December 4, 2014

 


 

EXHIBIT INDEX

 

 

 

Exhibit No.   Description
10.1  

Copart, Inc. 2014 Employee Stock Purchase Plan.