Copart

Current directors and officers who also hold a role at another S&P 500 company.

• Diane M. MorefieldUDR · Director

Latest Schedule 13D/13G filing per holder. Holders that reported falling below 5% are not shown. Index funds usually report once a year.

No 5% holder filings parsed yet for this company.

Open-market purchases and sales reported on Form 4. Grants, option exercises and tax withholding are excluded.

Every 8-K with Item 5.02 (departure, election or appointment of directors and officers). The text is the first paragraph of the item.

1. Oct 16, 2026

   On October 14, 2026 (the “Grant Date”), the board of directors (the “Board”) of Copart, Inc. (the “Company”), upon recommendation by its Compensation Committee, approved the grant to A. Jayson Adair, the Company’s Chief Executive Officer (“CEO”), of a nonstatutory stock option to purchase 20,000,000 shares of the Company’s common stock (the “Option”) pursuant to a stand-alone stock option award agreement (the “Option Agreement”). The Option was granted outside of the Company’s 2007 Equity Incentive Plan, as amended and restated, and is subject to approval by the Company’s stockholders at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) or a special meeting of the stockholders following the 2026 Annual Meeting.

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2. Aug 19, 2026

   On August 16, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved the following compensation arrangements for Jane Pocock in connection with her appointment as President on August 1, 2026. Ms. Pocock will receive a base salary of $804,000 per annum effective as of August 1, 2026; she will also be eligible to receive a target annual bonus of $643,000; a grant of restricted stock units with an aggregate grant-date value of $800,000 that vest as to 20% of the underlying shares on the first anniversary of the August 1, 2026 vesting commencement date, with an additional 1/20th of the underlying shares vesting on a cumulative basis at the end of each three-month period thereafter, such that the shares will be fully vested on the fifth anniversary of the vesting commencement date; and a stock option to purchase 500,000 shares of the…

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3. Aug 18, 2026

   On August 13, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Copart, Inc. (the “Company”), upon the recommendation of its Nominating, Governance, and Sustainability Committee, appointed David J. Berger to serve as a director effective as of the Effective Date, with an initial term expiring at the Company’s 2026 annual meeting of stockholders. There are no arrangements or understandings between Mr. Berger, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Berger was selected as a director. Mr. Berger is a Senior Partner of the law firm Wilson Sonsini Goodrich & Rosati, P.C. (“Wilson Sonsini”), which serves as outside corporate counsel to the Company. Although there are no related party transactions between the Company and Mr.

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4. Jul 8, 2026

   On July 8, 2026, Copart, Inc. (the “Company”) announced that it has appointed Jane Pocock, the Company’s current CEO of its United Kingdom operations, as the Company’s new President to fill the previously vacant position, effective as of August 1, 2026. Ms. Pocock, 55, joined Copart in January 2019 as Managing Director of Copart UK. Before joining Copart, Ms. Pocock was Chief Executive of Vans Direct. There are no arrangements or understandings between Ms. Pocock and any other person pursuant to which Ms. Pocock was selected as President. There are also no family relationships between Ms. Pocock and any director or executive officer of the Company. Ms. Pocock does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Section 7 – Regulation FD

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5. Jun 29, 2026

   CEO Transition On June 29, 2026, Copart, Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed A. Jayson Adair, the Company’s current Executive Chairman, as Chief Executive Officer and principal executive officer (the “CEO Transition”), effective as of July 31, 2026 (the “Transition Date”). Mr. Adair succeeds Jeffrey Liaw, who will step down as Chief Executive Officer and principal executive officer and will resign from the Board, each effective as of the Transition Date. Mr. Liaw’s decision to resign was not the result of any disagreement with the Company regarding its financial reporting, policies or practices. The Company has previously disclosed the biographical information of Mr. Adair in its filings with the Securities and Exchange Commission (“SEC”), and there are no material changes to such information.

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6. Mar 12, 2024

   On March 8, 2024, the Board of Directors of Copart, Inc. (the “Company”) approved as part of its succession planning the following leadership changes, each to be effective on April 1, 2024 (the “Effective Date”): • A. Jayson Adair will transition from serving as a co-Chief Executive Officer of the Company to serving as the Company’s Executive Chair and will continue to serve as a member of the Company’s Board of Directors (the “Board”); • Jeffrey Liaw will become the Company’s sole Chief Executive Officer and be appointed to the Board, and in connection with such appointment, the size of the Board will be increased from 11 directors to 12 directors; and • Willis J. Johnson will continue to serve as the chairman of the Board but will no longer serve as an executive chairman. As result of the above changes, effective on the Effective Date, Mr.

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7. May 26, 2023

   is incorporated in this Item 1.01 by reference. A copy of the form of Indemnification Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Section 5 — Corporate Governance & Management

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8. Dec 5, 2022

   Appointment of Leah Stearns as Senior Vice President and Chief Financial Officer. On December 1, 2022, the Board of Directors of Copart, Inc. (the “Company”) appointed Leah C. Stearns, age 42, as the Company's senior vice president and chief financial officer, effective as of December 5, 2022. Upon Ms. Stearns' commencement of employment with the Company, Gavin Renfrew, currently serving as principal financial officer, will continue his role as the Company’s vice president for global accounting. Ms. Stearns currently serves as an industrial advisor to EQT Partners, a private equity firm. From August 2021 to December 2021, Ms. Stearns served as a senior executive at CBRE Group, Inc. (NYSE: CBRE), a global leader in commercial real estate services and investments, as an advisor to the chief executive officer and the chief financial officer. Ms.

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9. Sep 27, 2022

   On September 23, 2022, the Board of Directors (the "Board") of Copart, Inc. (the "Company") appointed Gavin Renfrew, the Company's Vice President of Global Accounting, as Principal Financial Officer and Principal Accounting Officer on an interim basis during the pendency of the Company's search for a new Chief Financial Officer. Mr. Renfrew will serve in these roles until his respective successor is elected and qualified or his earlier resignation or removal. Mr. Renfrew, 47, has served as the Company's Vice President of Global Accounting since January 2021. Previously, Mr. Renfrew served as the Company's Director of Finance for Europe and the Middle East from May 2018 to December 2020. Before joining Copart, Mr. Renfrew worked in a variety of roles for Pitney Bowes Inc.

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10. Jul 19, 2022

    Departure of John North as Senior Vice President and Chief Financial Officer. On July 14, 2022, John North notified Copart, Inc. (the "Company") of his intention to resign as Senior Vice President and Chief Financial Officer, effective on August 31, 2022. Section 9 — Financial Statements and Exhibits On July 19, 2022, the Company issued a press release announcing the resignation of John North as Senior Vice President and Chief Financial Officer, effective on August 31, 2022. The full text of the press release is furnished herewith as Exhibit 99.1 .

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11. Mar 31, 2022

    On March 30, 2022, the Board of Directors (the "Board") of Copart, Inc. (the "Company") amended and restated the Company's Bylaws to create flexibility, among other things, for the appointment of more than one chief executive officer, and unanimously elected Jeffrey Liaw as co-chief executive officer, effective April 1, 2022, to serve as a chief executive officer of the Company along with the Company' s existing chief executive officer A. Jayson Adair. Mr. Liaw, 45, has served as the Company's President and CEO North America since February 2021, as the Company's President since October 2020, as the Company's President and Chief Financial Officer between September 2019 and October 2020, and before that, as the Company's Senior Vice President and Chief Financial Officer from January 2016 to September 2019. Before joining Copart, Mr.

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12. Sep 16, 2021

    On September 10, 2021, the Board of Directors (the "Board") of Copart, Inc. (the "Company") amended the authorized number of directors of the Board fixed under its Bylaws from ten to eleven members, and unanimously elected Carl D. Sparks to fill the vacancy created thereby, effective September 10, 2021, to serve until the next meeting of the Company's stockholders, or until his respective successor is elected and qualified or his earlier resignation or removal. Mr. Sparks has been named to serve on the Board's Audit Committee and Nominating and Governance Committee. There was no understanding or arrangement between Mr. Sparks and any other person pursuant to which Mr. Sparks was appointed. Mr. Sparks, 54, serves as Managing Partner of Interlock Partners, a venture capital firm based in Dallas, Texas, that focuses on early stage, transformative technology companies Mr.

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13. May 27, 2021

    On May 25, 2021, the Board of Directors (the "Board") of Copart, Inc. (the "Company") amended the authorized number of directors of the Board fixed under its Bylaws from nine to ten members, and unanimously elected Cherylyn Harley LeBon to fill the vacancy created thereby, effective May 26, 2021, to serve until the next meeting of the Company's stockholders, or until her respective successor is elected and qualified or her earlier resignation or removal. Ms. LeBon has not been named to serve on any committee of the Board at this time. There was no understanding or arrangement between Ms. LeBon and any other person pursuant to which Ms. LeBon was appointed. Ms. LeBon, 55, serves as a Partner with the law firm of Dunlap, Bennett & Ludwig, based in Washington, D.C., where she is a member of the firm's Corporate and Government Contracts practice group. Ms.

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14. Mar 12, 2021

    (e) Compensatory Arrangements with Certain Officers On March 5, 2021, the Compensation Committee of our Board of Directors (the "Committee") approved a new Executive Incentive Compensation Plan (the "Plan"), replacing the Copart, Inc. Executive Bonus Plan (the existing annual cash bonus plan for executive officers), to enhance the ability of the Committee to design cash incentive compensation for Copart's executive officers in alignment with Copart's strategic objectives. All of Copart's executive officers and other key employees are generally eligible to participate in the Plan. However, as described in our 2020 proxy statement, apart from his $1 per year annual salary and certain perquisites approved by the Committee, Copart's chief executive officer, A. Jayson Adair, is not eligible for any additional compensation until June 2022.

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15. Oct 13, 2020

    On October 7, 2020, the Compensation Committee of our Board of Directors considered based salary and cash awards under our annual cash bonus program. The following table summarizes fiscal 2021 base salary compensation and fiscal 2020 cash awards for our eligible executive officers. Name Position Annual Base Salary (Fiscal 2021) Cash Bonus Amount (Fiscal 2020) A. Jayson Adair Chief Executive Officer $ 1 (1) $ — Jeffrey Liaw President $ 650,000 (1) $ 700,000 (1) Represents no change in annual base salary from fiscal 2020 base salary. John North began service as our Senior Vice President and Chief Financial Officer on October 5, 2020, and the details of his compensation arrangements were disclosed in a Current Report on Form 8-K filed with the SEC on October 6, 2020, the contents of which are incorporated by reference herein. Our executive officers currently consist of Messrs.

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Proxy statements (DEF 14A): 2026 · 2025 · 2024 · 2023 · 2022 · 2022

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