CPRTCopart
We were incorporated in California in 1982, became a public company in 1994, and were reincorporated in Delaware in January 2012. 10-K, Item 1
Deals between CPRT and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-10-22 reports that the one filed 2025-10-24 did not, quoted as filed.
New this year
1 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-10-24.
Related Party Employment“Mr. Berger is a Senior Partner of the law firm Wilson Sonsini, which serves as outside corporate counsel to the Company. Although there are no related party transactions between the Company and Mr. Berger (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K for the fiscal year ended July 31, 2026, the Company has and anticipates that it will, on a going-forward basis, engage Wilson Sonsini from time to time to perform routine legal services for the Company and its subsidiaries. Since August 1, 2026, the Company has incurred more than $120,000 in fees payable to Wilson Sonsini.”
Read it in the proxy ↗
The whole section 6 paragraphs, proxy filed 2026-10-22
Audit Committee Approval Policy“Our Audit Committee is responsible for the review, approval, or ratification of “related person transactions” between us and in which any person had or will have a direct or indirect material interest. Under SEC rules, a related person is any person who is or was since the beginning of the last fiscal year a director, officer, nominee for director, or 5% stockholder of Copart (and any of his or her immediate family members).”
Read it in the proxy ↗
Audit Committee Approval Policy“Our Audit Committee has adopted a written policy with respect to related person transactions. Under the policy, any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our Audit Committee for review, consideration, and approval. In approving or rejecting any such proposal, our Audit Committee is to consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.”
Read it in the proxy ↗
Related Person Transactions“From the beginning of fiscal 2026 and to October 22 of fiscal 2027, we engaged in the related person transactions described in this section, all of which were reviewed and approved in advance by our Audit Committee. We believe that the terms of these transactions were no less favorable to us than could have been obtained from unaffiliated third parties.”
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Related Party Employment“We employ Brett Adair, the brother of A. Jayson Adair, our executive chairman and chief executive officer, in a non-executive officer position. In fiscal 2026, we paid Mr. Brett Adair a total of $421,028, consisting of $255,028 in base salary, and $160,000 as a cash bonus. Mr. Brett Adair’s cash bonus was earned in fiscal 2026 and paid in fiscal 2027. In addition, Mr. Brett Adair is given a monthly automobile expense allowance of $500, and from time to time, A. Jayson Adair invites Mr. Brett Adair to accompany him on the Company’s aircraft for personal use in accordance with our Corporate Aircraft Personal Use Policy.”
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Related Party Employment“We employ Diane Yassa, daughter of James E. Meeks, a member of our Board, in a non-executive officer position. In fiscal 2026, we paid Ms. Yassa a total of $329,837, consisting of $244,837 in base salary, and $85,000 as a cash bonus. Ms. Yassa’s cash bonus was earned in fiscal 2026 and paid in fiscal 2027.”
Read it in the proxy ↗
Related Party Employment“Mr. Berger is a Senior Partner of the law firm Wilson Sonsini, which serves as outside corporate counsel to the Company. Although there are no related party transactions between the Company and Mr. Berger (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K for the fiscal year ended July 31, 2026, the Company has and anticipates that it will, on a going-forward basis, engage Wilson Sonsini from time to time to perform routine legal services for the Company and its subsidiaries. Since August 1, 2026, the Company has incurred more than $120,000 in fees payable to Wilson Sonsini.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on CPRT in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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