Copart Proxy Puts $209M CEO Option and 35M-Share Plan Expansion to a December 1 Vote
CPRT is trading near its 52-week low of $25.72 (13% above the low).
Summary
Copart's definitive proxy asks shareholders to approve a 20-million-share, four-tranche option for CEO Jayson Adair (about 2.16% of shares outstanding, $209M target value) and to expand the 2007 Equity Incentive Plan reserve to 35,000,000 shares at the December 1 annual meeting.
Key Events · Executive and Board Changes · CPRT
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CEO Option Terms Quantified
20,000,000 shares split into four 5,000,000-share tranches at $26.27, $34.94, $43.61 and $52.54 — the top three at 133%, 166% and 200% of grant-date fair market value — for a $785,300,000 aggregate exercise price.
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Vesting and Clawback Structure
The award vests in full only on the fifth anniversary of the October 14, 2026 grant, and 10% of the shares are clawed back for each year of the ten-year term not served as CEO; exercised shares face a holding period through 2036.
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Equity Plan Reserve Expanded
Proposal 4 would raise the 2007 Equity Incentive Plan reserve to 35,000,000 shares and extend the plan through the tenth anniversary of the 2026 annual meeting; 17,379,500 shares remained available as of October 9, 2026.
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December 1 Vote Scheduled
The annual meeting is set for December 1, 2026 at Copart's Dallas headquarters, with a record date of October 9, 2026; the board recommends FOR all five proposals, with Adair abstaining on his own award.
Analysis · CPRT · Trade & Services
Shareholders vote December 1 on a 20-million-share option for CEO A. Jayson Adair — about 2.16% of shares outstanding — split into four tranches struck at $26.27, $34.94, $43.61 and $52.54, with a $785.3M aggregate exercise price and a $209M target grant-date value. Full vesting comes only on the fifth anniversary, and a 10%-per-year clawback applies if Adair leaves the CEO role before year ten, tying the pay to a decade of service and a rising stock. The same ballot asks for a bigger equity pool: the 2007 plan reserve rises to 35,000,000 shares, which the board says covers five to six years of grants. Both items are dilutive if approved, but the option is premium-priced and the plan request is modest against a 0.181% three-year average burn rate.
How filings like this one have moved
In the 30 days to Oct 23, 2026, 29.6% of the 1590 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.25%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, CPRT was trading at $29.09 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $26.9B. The 52-week trading range was $25.72 to $45.76. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.