Form 8-K · Current report
Copart 8-K, filed Oct 16, 2026
- Filed
- CIK
- 0000900075
- Accession no.
- 0001193125-26-424052
Summary
Copart's board approved a grant to CEO A. Jayson Adair of a nonstatutory stock option to purchase 20,000,000 shares, intended as his only substantive cash or equity compensation for 10 years, during which he is expected to receive a $1 annual salary and no bonus or additional equity awards. The grant, made outside the company's 2007 Equity Incentive Plan, requires stockholder approval at the 2026 annual meeting or a later special meeting and is forfeited if approval is not obtained.
Key points
- The option is split into four tranches of 5,000,000 shares each, with exercise prices of $26.27, $35.03, $43.78 and $52.54 per share, and a 10-year term.
- No portion may be exercised before stockholder approval, and the option is forfeited in full if approval is not obtained at the 2026 annual meeting or a subsequent special meeting.
- The option vests on the fifth anniversary of the October 14, 2026 grant, with earlier vesting for in-the-money tranches on death, disability, or a change in control.
- Vested shares are subject to a clawback of 10% per whole or partial year of the 10-year term following termination as CEO, and exercised shares are subject to a holding period through the term.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 9.01Financial Statements and Exhibits
From the filing
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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”). …
An excerpt of the text as filed with the SEC, cut for length.
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