SEC Info - Copart Inc - DEF 14A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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EXCHANGE ACT OF 1934

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You are cordially invited to attend the 2005 Annual Meeting of Shareholders of Copart, Inc. to be held on Tuesday, December 6, 2005 at 9:00 a.m., Pacific Standard Time, at the Company’s corporate headquarters located at 4665 Business Center Drive, Fairfield, CA 94534 (see directions on page 25). The formal Notice of Annual Meeting of Shareholders and proxy statement accompanying this letter describes the business to be acted upon.

Please use this opportunity to take part in our affairs by voting on the business to come before this meeting. Whether or not you plan to attend the meeting, please complete, sign, date and return the accompanying proxy in the enclosed postage-paid envelope or vote electronically via the Internet or telephone. See “Voting Procedures” in the proxy statement for more details. Returning the proxy or voting electronically does NOT deprive you of your right to attend the meeting and to vote your shares in person for the matters acted upon at the meeting.

We look forward to seeing you at the Annual Meeting

Chief Executive Officer

YOUR VOTE IS IMPORTANT

IN ORDER TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED AT THE ANNUAL MEETING, IN THE EVENT YOU ARE NOT PERSONALLY PRESENT, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE POSTAGE PAID ENVELOPE PROVIDED OR SUBMIT YOUR PROXY ELECTRONICALLY BY FOLLOWING THE ENCLOSED INSTRUCTIONS.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 6, 2005

To the Shareholders of Copart, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Copart, Inc. will be held on Tuesday, December 6, 2005 at 9:00 a.m., Pacific Standard Time, at Copart’s corporate headquarters located at 4665 Business Center Drive, Fairfield, California 94534, for the following purposes:

To elect seven directors for the ensuing year or until their successors have been duly elected and qualified;

To approve Copart’s Executive Bonus Plan;

To ratify the selection of KPMG LLP as independent auditors for the current fiscal year ending July 31, 2006; and

To transact such other business as may properly come before the meeting or any adjournment(s) thereof.

The Board of Directors has fixed the close of business on October 17, 2005 as the record date for determining shareholders entitled to notice of, and to vote at, the annual meeting. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the annual meeting. The stock transfer books will not be closed between the record date and the date of the annual meeting. A list of shareholders entitled to vote at the meeting will be available for inspection at Copart’s corporate headquarters.

Please read carefully the following proxy statement, which describes the matters to be voted upon at the annual meeting, and then submit your proxy according to the enclosed instructions as promptly as possible. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be submitted to ensure that all your shares will be voted. Shareholders may revoke previously delivered proxies at any time prior to the meeting. Any shareholder who has previously submitted a proxy may attend the meeting and if the shareholder so chooses, vote in person by ballot, which will result in the revocation of the prior proxy.

For the Board of Directors

Paul A. Styer, Secretary

Fairfield, California

TABLE OF CONTENTS

VOTING AND SOLICITATION		1
	General	1
	Voting Rights	1
	Quorum Requirement; Abstentions and Broker Non-Votes	2
	Voting Procedures	2
	Revocability of Proxies	3
	Proxy Solicitation Costs	3
	Deadline for Receipt of Shareholder Proposals for 2006 Annual Meeting	3
	Shareholders Sharing the Same Address	4

PROPOSAL ONE		5
	General	5
	Nominees	5
	Vote Required	6
	Recommendation of the Board of Directors	6
	Board Meetings and Board Committees	6
	Shareholder Communications with the Board of Directors	8
	Director Compensation	8
	Compensation Committee Interlocks and Insider Participation	8

PROPOSAL TWO		9
	Purpose	9
	Eligibility to Participate	9
	Target Awards and Performance Goals	10
	Actual Awards	10
	Administration, Amendment and Terminations	10
	Awards to be Granted to Certain Individuals and Groups	11
	Vote Required	11
	Recommendation of the Board of Directors	11

PROPOSAL THREE		11
	General	11
	Principal Accountant Fees and Services	11
	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors	12
	Vote Required	12
	Recommendation of the Board of Directors	12

AUDIT COMMITTEE REPORT		13

SECURITY OWNERSHIP		14

EQUITY COMPENSATION PLAN INFORMATION		16

EXECUTIVE COMPENSATION		17
	Summary Compensation Table	17
	Option Grants in Last Fiscal Year	18
	Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option Values	18
	Employment Contracts and Change-in-Control Arrangements	19

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION		20
	Part One - Existing Compensation Arrangements	20
	Part Two - Compensation of Chief Executive Officer	21

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TABLE OF CONTENTS

(continued)

Page

PERFORMANCE GRAPH		22

CERTAIN TRANSACTIONS		23

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		24

OTHER MATTERS		25

ADJOURNMENT OF THE ANNUAL MEETING		25

ANNUAL REPORT		25

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4665 Business Center Drive

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 6, 2005

________________________________________

VOTING AND SOLICITATION

The enclosed proxy is solicited on behalf of the Board of Directors of Copart, Inc., a California corporation, for use at our annual meeting of shareholders to be held on Tuesday, December 6, 2005. The annual meeting will be held at 9:00 a.m., Pacific Standard Time, at Copart’s corporate headquarters located at 4665 Business Center Drive, Fairfield, California 94534. Our telephone number at our headquarters is (707) 639-5000. Only shareholders of record at the close of business on October 17, 2005 will be entitled to notice of, and to vote at, the annual meeting.

We use several abbreviations in this proxy statement. We may refer to our company as “Copart” or the “Company.” The term “proxy materials” includes this proxy statement as well as the enclosed proxy card and our 2005 Annual Report to Shareholders. References to our “fiscal year” refer to our fiscal year beginning on August 1 of the prior year and ending on July 31 of the year stated.

This proxy statement and the accompanying proxy materials were first mailed to the Company’s shareholders on or about November 7, 2005. Copart will pay the cost of soliciting proxies. Proxies may be solicited on the Company’s behalf by directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission.

On October 17, 2005, the record date for determination of shareholders entitled to vote at our annual meeting, there were 90,454,031 shares of Common Stock outstanding held by approximately 1,227 shareholders of record. No shares of our authorized Preferred Stock were outstanding.

Each share of our common stock outstanding on the record date is entitled to one vote on each matter submitted for shareholder approval. In addition, under California law in connection with the election of directors, each shareholder may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares held by such shareholder as of the record date, or such shareholder may distribute such number of votes on the same principle among as many candidates as the shareholder thinks fit. Votes cannot be cast for more than the number of candidates to be elected. No shareholder will be entitled to cumulate votes for a candidate unless such candidate’s name

has been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the commencement of voting of the shareholder’s intention to cumulate votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

Quorum Requirement; Abstentions and Broker Non-Votes

A quorum comprising the holders of a majority of our outstanding shares of common stock on the record date must be present or represented for the transaction of business at the annual meeting. Your shares will be counted as being present at the meeting if you appear in person or if you submit your proxy either by Internet, telephone, or by a properly executed proxy card.

If your shares are held in a brokerage account or by another nominee, you are considered the “beneficial owner” of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee (the “record holder”) along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares according to your instructions. If you do not give instructions to your record holder, the record holder will be entitled to vote the shares in its discretion on Proposal One (Election of Directors) and Proposal Three (Ratification of Appointment of Independent Auditors).

If you abstain from voting or if a record holder does not vote the shares you own beneficially (known as a “broker non-vote”), either because it lacks the discretionary authority to do so or for any other reason, your shares will be included in the number of shares represented for purposes of determining whether a quorum is present. Abstentions and broker non-votes will not be counted for purposes of determining the number of votes cast regarding any particular proposal, however. Abstentions and broker non-votes can have the effect of preventing approval of a proposal where the number of affirmative votes, though a majority of the votes cast, does not constitute a majority of the required quorum. For example, if the number of abstentions or broker non-votes resulted in the votes “FOR” a proposal not equaling at least a majority of the quorum required for the meeting, the proposal would not be approved. This will be the case even though the number of votes “FOR” the proposal exceeded the number of votes “AGAINST” the proposal. Abstentions and broker non-votes are not counted in the election of directors. The seven nominees receiving the highest number of affirmative votes will be elected as directors.

Votes will be tabulated by an inspector of election appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions, and broker non-votes.

Voting Procedures

General. Your shares will be voted in accordance with the instructions you indicate when you submit your proxy. If you submit a proxy, but do not indicate your voting instructions, your shares will be voted as follows:

·	FOR the election of the director nominees listed in this proxy statement;

·	FOR the approval of Copart’s Executive Bonus Plan;

·	FOR the ratification of our selection of KPMG LLP as independent auditors for the fiscal year ending July 31, 2006; and

·	At the discretion of the proxy holders, upon such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Voting by Mail. By signing and returning the enclosed proxy card according to the instructions provided, you are enabling the individuals named on the proxy card, known as “proxies,” to vote your shares at the meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the meeting. In this way your shares will be voted even if you are unable to attend the meeting.

Voting by Telephone or Internet. Instructions for voting by telephone and over the Internet are included with these proxy materials. If you vote by telephone or over the Internet, you do not need to complete and mail your proxy card.

Voting in Person at the Meeting. If you plan to attend the annual meeting and vote in person, we will provide you with a ballot at the meeting. If your shares are registered directly in your name, you are considered the shareholder of record, and you have the right to vote in person at the meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in your name. In that case, and if you wish to vote at the meeting, you will need to bring with you to the meeting a legal proxy from your broker or other nominee authorizing you to vote these shares.

Revocability of Proxies

You may revoke your proxy at any time before it is voted at the annual meeting. In order to revoke your proxy, you may either:

·	Submit another proxy bearing a later date;

·	Provide written notice of the revocation to our Secretary, Paul A. Styer, c/o Copart, Inc., 4665 Business Center Drive, Fairfield, California 94534 prior to the time we take the vote at the annual meeting; or

·	Attend the meeting and vote in person.

Proxy Solicitation Costs

We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of proxy materials. In addition, we may reimburse brokerage firms and other custodians for their reasonable out-of-pocket costs in forwarding these proxy materials to you. The original solicitation of proxies by mail may be supplemented by solicitation by telephone, telegram, facsimile or other means by directors, officers, or employees of Copart. No additional compensation will be paid to these individuals for any such services.

Deadline for Receipt of Shareholder Proposals for 2006 Annual Meeting

Requirements for Shareholder Proposals to be Considered for Inclusion in Copart’s Proxy Materials. Shareholders of Copart may submit proposals on matters appropriate for shareholder action at annual meetings of Copart’s shareholders in accordance with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended. For such proposals to be included in Copart’s proxy materials relating to its 2006 Annual Meeting of Shareholders, all applicable requirements under Rule 14a-8 must be satisfied and such proposals must be received by Copart no later than July 5, 2006. Such proposals should be delivered to

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Copart, Inc., Attn: Paul A. Styer, Secretary, 4665 Business Center Drive, Fairfield, California 94534. The submission of a shareholder proposal does not guarantee that it will be included in Copart’s proxy statement or proxy.

Requirements for Shareholder Proposals to be Brought Before the Annual Meeting. Copart’s bylaws establish an advance notice procedure for shareholders who wish to present certain matters before an annual meeting of shareholders where the proposal is not intended to be included in the proxy statement relating to that meeting. For shareholder nominations to the Board of Directors or other proposals to be considered at an annual meeting, the shareholder must have given timely notice thereof in writing to the secretary of Copart (at the address noted above) such that the shareholder notice has been received by Copart not less than ninety (90) nor more than one hundred twenty (120) days prior to the anniversary of the date on which Copart first mailed its proxy materials for its immediately preceding annual meeting of shareholders. To be timely for the 2006 annual meeting, a shareholder’s notice must be delivered to or mailed and received by the secretary at the principal executive offices of Copart between July 5, 2006 and August 7, 2006. A shareholder’s notice to the secretary must set forth, with respect to each matter the shareholder proposes to bring before the annual meeting, the information required by Copart’s bylaws. If a shareholder fails to comply with the advance notice provision set forth in the bylaws, the shareholder will not be permitted to present the proposal at the meeting.

In addition, the proxy solicited by the Board of Directors for the 2006 Annual Meeting of Shareholders will confer discretionary authority on management’s proxy holders to vote on (i) any proposal presented by a shareholder at that meeting for which Copart has not been provided with notice on or prior to the August 7, 2006 deadline and (ii) on any proposal made in accordance with the bylaw provisions, if the 2006 proxy statement briefly describes the matter and how management’s proxy holders intend to vote on it, provided that the shareholder has not complied with the requirements of Rule 14a-4(c)(2) under the Securities Exchange Act of 1934.

Shareholders Sharing the Same Address

Copart has adopted a procedure called “householding,” which has been approved by the Securities and Exchange Commission. Under this procedure, Copart is delivering only one copy of the annual report and proxy statement to multiple shareholders who share the same address and have the same last name, unless Copart has received contrary instructions from an affected shareholder. This procedure reduces Copart’s printing costs, mailing costs, and fees. Shareholders who participate in householding will continue to receive separate proxy cards.

Copart will deliver, promptly upon written or oral request, a separate copy of the annual report and the proxy statement to any shareholder at a shared address to which a single copy of either of those documents was delivered. To receive a separate copy of the annual report or proxy statement, you may write or call Copart’s Investor Relations Department at 4665 Business Center Drive, Fairfield, California 94534, telephone (707) 639-5000. Any shareholders of record who share the same address and currently receive multiple copies of Copart’s annual report and proxy statement who wish to receive only one copy of these materials per household in the future, please contact Copart’s Investor Relations Department at the address or telephone number listed above to participate in the householding program.

A number of brokerage firms have instituted householding. If you hold your shares in “street name,” please contact your bank, broker, or other holder of record to request information about householding.

ELECTION OF DIRECTORS

One of the purposes of the annual meeting is to elect directors to hold office until the 2006 annual meeting or until their respective successors are elected and have been qualified. The number of authorized directors is from five to nine, currently set at seven. Our Nominating and Governance Committee has nominated the seven individuals listed below for election as directors. All of the nominees are presently directors of Copart. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unavailable to serve. Unless otherwise instructed, the proxy holders will vote all submitted proxies FOR the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner (in accordance with cumulative voting) as will ensure the election of as many of the nominees listed below as possible. In such event, the specific nominees to be voted for will be determined by the proxy holders. Directors must be elected by a plurality of the votes cast at the annual meeting. Accordingly, the seven candidates receiving the highest number of affirmative votes of the shares entitled to vote at the annual meeting will be elected to our Board of Directors.

Set forth below is information regarding the Company’s nominees, all of whom are currently directors of the Company:

Name	Age	Position(s) with Copart	Director Since
Willis J. Johnson	58	Chief Executive Officer and Chairman of the Board	1982
A. Jayson Adair	36	President and Director	1992
James E. Meeks	56	Executive Vice President, Chief Operating Officer and Director	1996
Harold Blumenstein	67	Director	1994
James Grosfeld	68	Director	1993
Steven D. Cohan	44	Director	2004
Jonathan Vannini	43	Director	1993

Willis J. Johnson, founder of Copart, has served as our Chief Executive Officer since 1986 and Chairman of the Board since January 2004. Mr. Johnson also served as our President from 1986 until 1995. Mr. Johnson was an officer and director of U-Pull-It, Inc. (“UPI”) a self-service auto dismantler which he co-founded, from 1982 through September 1994. Mr. Johnson sold his entire interest in UPI in September 1994. Mr. Johnson has over 30 years of experience in owning and operating auto dismantling companies.

A. Jayson Adair has served as our President since 1996. From 1995 until 1996, Mr. Adair served as our Executive Vice President. From 1990 until 1995, Mr. Adair served as our Vice President of Sales and Operations and from 1989 to 1990. Mr. Adair served as our Manager of Operations.

James E. Meeks has served as our Vice President and Chief Operating Officer since 1992, when he joined the Company concurrent with our purchase of South Bay Salvage Pool. Mr. Meeks has served as Executive Vice President and director of the Company since 1996 and as Senior Vice President since 1995.

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From 1986 to 1992, Mr. Meeks, together with his family, owned and operated the South Bay Salvage Pool. Mr. Meeks has over 30 years of experience in the vehicle dismantling business.

Harold Blumenstein is a general partner of Paragon Properties Company, a real estate development, investment and management company, where he has been employed since January 1971. Mr. Blumenstein holds a B.A. in Economics and Accounting from Wayne State University.

James Grosfeld has been a private investor at all times during the last five years. From 1993 until 1994, Mr. Grosfeld served as chairman of our Board of Directors. Mr. Grosfeld is also a director of BlackRock Inc., a public diversified investment management company, Ramco-Gershenson Properties Trust and Lexington Corporate Properties Trust.

Steven D. Cohan has served as the Chief Executive Officer and President of Loco Ventures, Inc., a privately held manufacturer and distributor of food and beverages in northern California since 1999. From 1992 to 1994 he served as Vice President of Finance and Principle Accounting Officer for Copart, Inc., and from 1994 to 1996 he served as Copart’s Vice President of Corporate Development. He holds an M.B.A. from the University of San Francisco and a B.A. in Economics from UCLA and is a Certified Public Accountant.

Jonathan Vannini has been a private investor since 1996. Mr. Vannini was a general partner at HPB Associates, an investment partnership, and was employed by HPB Associates from August 1987 until March 1996. Mr. Vannini holds a B.A. in Economics from the University of California, Los Angeles and an M.B.A. from Columbia University.

There are no family relationships among any of the directors or executive officers of the Company, except that A. Jayson Adair is the son-in-law of Willis J. Johnson.

The seven nominees receiving the highest number of affirmative votes will be elected as directors.

Recommendation of the Board of Directors

Our Board of Directors has unanimously approved the director nominations listed above and recommends that shareholders vote FOR the election of each of the above-named nominees.

Board Meetings and Board Committees

During the fiscal year ended July 31, 2005, our Board of Directors held six (6) meetings. Each of our directors attended at least 75% of the meetings held during fiscal 2005 of our board or any committee on which such director served. Copart’s directors are strongly encouraged to attend the annual meeting of shareholders. Directors Johnson, Adair and Meeks attended the Company’s 2004 annual meeting of shareholders. During fiscal 2005, the Company maintained standing audit, compensation and nominating and governance committees.

Audit Committee

Our Audit Committee is primarily responsible for reviewing and approving the services performed by our independent auditors, reviewing our financial statements, and reviewing reports concerning our accounting practices and systems of internal accounting procedures and controls. The purposes of the Audit Committee are, among other things, to:

·	Oversee our accounting and financial reporting processes and audits of our financial statements;

Assist the board in overseeing and monitoring: (i) the integrity of our financial statements; (ii) our accounting policies and procedures; (iii) our compliance with legal and regulatory requirements; (iv) our independent auditor’s qualifications, independence, and performance; (v) our disclosure controls and procedures; and (vi) our internal controls;

·	Provide the board with the result of its monitoring and any recommendations derived from such monitoring; and

·	Provide the board with additional information and materials as the board may determine to be necessary to make the board aware of significant financial matters requiring board attention.

The Audit Committee currently consist of directors Blumenstein, Grosfeld, Vannini and Cohan. Copart believes that all four current members are “independent directors” as contemplated by Rule 4200 of the Marketplace Rules of the National Association of the Securities Dealers, Inc. The Board of Directors has designated Steven Cohan as an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K promulgated by the Securities and Exchange Commission. The Audit Committee held nine (9) meetings during fiscal 2005. A copy of the Audit Committee Charter, as amended, is attached as Annex A to this proxy statement.

Compensation Committee

Our Compensation Committee is generally responsible for, among other things, reviewing and approving the Company’s compensation policies, setting the compensation levels for those Company executive officers and senior managers reporting directly to the Company’s President whose compensation is not otherwise established pursuant to employment agreements reviewed or approved by the Board of Directors, and administering our equity incentive plans. The Compensation Committee acts under a written charter adopted and approved by our Board of Directors. The Compensation Committee consists, and consisted at all times during fiscal 2005, of directors Blumenstein, Grosfeld, and Vannini. Copart believes that all three current members of the Compensation Committee are “independent directors” as contemplated by Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc. and are “outside directors” as defined in Section 162(m) of the Internal Revenue Code. The Compensation Committee held three (3) meetings during fiscal 2005.

Nominating and Governance Committee

Copart’s Board of Directors established the nominating and governance committee in September 2003. The purpose of the nominating and governance committee is to ensure that our Board of Directors is properly constituted to meet its fiduciary obligations to shareholders and that Copart has and follows appropriate governance standards. The committee is authorized to assist the board by identifying prospective director nominees and to select the director nominees for the next annual meeting of shareholders and to develop and recommend to the board governance principles applicable to Copart. The nominating and governance committee consists of directors Blumenstein, Grosfeld, and Vannini. Copart believes that all three current members of the nominating and governance committee are “independent directors” as contemplated by Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc. The committee held one (1) meeting during fiscal 2005. A copy of the Nominating and Governance Committee Charter is attached as Annex B to this proxy statement.

Shareholder Communications with the Board of Directors

The Board of Directors has approved the following procedure for shareholders to communicate with the Company’s directors. Mail can be addressed to directors in care of Copart, Inc., 4665 Business Center Drive, Fairfield, California 94534, attention General Counsel. All mail received will be logged in, opened and screened for security purposes. All mail, other than trivial or obscene items, will be forwarded. Trivial items will be delivered to the directors at the next scheduled Board meeting. Mail addressed to a particular director will be forwarded or delivered to that Director. Mail addressed to “Outside Directors” or “Non-Management Directors” will be forwarded or delivered to the Chairman of the Nominating and Governance Committee. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board and Chief Executive Officer.

Director Compensation

Each of our non-employee directors, consisting of directors Blumenstein, Grosfeld, Schmidt, Vannini, and Cohan received quarterly cash compensation during fiscal 2005 of $8,000 for services as a director and member of any committees on which he may serve. Non-employee directors are reimbursed for expenses incurred with attending board or committee meetings.

In October 2004, Copart granted directors Blumenstein, Grosfeld, Vannini and Cohan each an option to acquire 20,000 shares of common stock under its 2001 Stock Option Plan at an exercise price of $19.12. In October 2005, Copart granted directors Blumenstein, Grosfeld, Vannini and Cohan each an option to acquire 20,000 shares of common stock under its 2001 Stock Option Plan at an exercise price of $24.03. Each of these options vests over two years, with one-half of the shares vesting on the first anniversary of the date of grant and the balance vesting on a monthly basis over the 12 months succeeding such first anniversary.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consisted at all times during fiscal 2005 of directors Blumenstein, Grosfeld, and Vannini. No member of the Compensation Committee was at any time during fiscal 2005, or at any other time, an officer or employee of Copart or any of its subsidiaries, and no member of the Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K (Certain Relationships and Related Transactions) promulgated by the Securities and Exchange Commission. No interlocking relationship, as described by the Securities and Exchange Commission, exists or existed

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during fiscal 2005 between any member of our Compensation Committee and any member of any other company’s board of directors or compensation committee.

APPROVAL OF THE EXECUTIVE BONUS PLAN

The Board of Directors has adopted the Copart, Inc. Executive Bonus Plan (the “Bonus Plan”), subject to the approval of a majority of the shares of the Company’s common stock that are present in person or by proxy at the 2005 annual meeting of shareholders.

The following paragraphs provide a summary of the principal features of the Bonus Plan and its operation. The Bonus Plan is set forth in its entirety as Annex C to this proxy statement. The following summary is qualified in its entirety by reference to Annex C.

The purpose of the Bonus Plan is to motivate key executives to perform to the best of their abilities and to achieve the Company’s objectives. The Bonus Plan accomplishes this by paying awards under the Bonus Plan only after the achievement of the specified goals.

The Bonus Plan also is designed to qualify as “performance-based” compensation under section 162(m) of the Internal Revenue Code. Under section 162(m), the Company may not receive a federal income tax deduction for compensation paid to the Chief Executive Officer or any of the four other most highly compensated executive officers to the extent that any of these persons receives more than $1 million in any one year. However, if we pay compensation that is “performance-based” under section 162(m), the Company still can receive a federal income deduction for the compensation even if it is more than $1 million during a single year. The Bonus Plan allows the Company to pay incentive compensation that is performance-based and therefore fully tax deductible on the Company’s federal income tax return.

Eligibility to Participate

The Compensation Committee selects which of Copart’s employees (and employees of Copart’s affiliates) who will be eligible to receive awards under the Bonus Plan. The actual number of employees who will be eligible to receive an award during any particular year cannot be determined in advance because the Compensation Committee has discretion to select the participants. In October 2005, the Compensation Committee determined that, subject to shareholder approval of the Bonus Plan at the annual meeting, eligible participants for fiscal 2006 would include only our Chief Executive Officer, Mr. Willis J. Johnson, and our President, Mr. A. Jayson Adair.

Target Awards and Performance Goals

Each performance period, the Compensation Committee assigns each participant a target award and performance goal or goals that must be achieved before an award actually will be paid to the participant. The participant’s target award is generally expressed as a percentage of his or her base salary at the end of the fiscal year, but may be designated as a dollar amount or some other fashion as the Compensation Committee may determine. The performance goals require the achievement of objectives for one or more of: earnings per share, operating cash flow, operating income, profit after tax, profit before tax, return on assets, return on equity, return on sales, revenue, and total shareholder return.

Each of these performance measures is defined in the Bonus Plan. For purposes of fiscal 2006, the Compensation Committee has determined that our Chief Executive Officer and our President will be eligible to receive a bonus based on a performance target measured by revenue. If shareholders do not approve the Bonus Plan, then the Compensation Committee may consider alternative compensation agreements to properly incentivize Mssrs. Johnson and Adair.

After the performance period ends, the Compensation Committee certifies in writing the extent to which the pre-established performance goals actually were achieved or exceeded. The actual award that is payable to a participant is determined using a formula that increases or decreases the participant’s target award based on the level of actual performance attained. However, the Bonus Plan limits actual awards to a maximum of $2,000,000 per person in any performance period, even if the formula otherwise indicates a larger award and the Compensation Committee retains the discretion to reduce the amount of an award dictated by the formula.

Actual awards generally are paid in cash within 90 days after the performance period ends. If a participant terminates employment before the end of the performance period in which the bonus is to be earned, the Compensation Committee has discretion to pay out part or the entire award otherwise earned.

Administration, Amendment and Termination

The Compensation Committee administers the Bonus Plan. Members of the Compensation Committee must qualify as outside directors under section 162(m). Subject to the terms of the plan, the Compensation Committee has sole discretion to:

·	select the employees who will receive awards;

·	determine the target award for each participant;

·	determine the performance goals that must be achieved before any actual awards are paid;

·	determine a formula to increase or decrease an award to reflect actual performance versus the predetermined performance goals; and

·	interpret the provisions of the Bonus Plan.

The Board of Directors may amend or terminate the plan at any time and for any reason. An amendment also will be submitted for shareholder approval if necessary to maintain the Bonus Plan's compliance with Section 162(m).

Awards to be Granted to Certain Individuals and Groups

Awards under the Bonus Plan are determined based on actual performance, so future actual awards (if any) cannot now be determined. In fiscal year 2005, the Company paid bonuses to the Named Officers as described in the “Executive Compensation—Summary Compensation Table” and in the “Compensation Committee Report on Executive Compensation” sections of this proxy statement.

Approval of the Bonus Plan requires the affirmative vote of a majority of the shares present at the 2005 annual meeting, either in person or by proxy.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that shareholders vote FOR the approval of the Executive Bonus Plan.

RATIFICATION OF INDEPENDENT AUDITORS

Our Audit Committee intends to appoint KPMG LLP as our independent auditors to audit our financial statements for the current fiscal year ending July 31, 2006. KPMG LLP have been our independent auditors since their initial appointment in July 1994. A representative of KPMG LLP is expected to be present at the annual meeting, will have the opportunity to make a statement if he or she desires to do so, and will be available to respond to appropriate questions. Shareholder ratification of the selection of KPMG LLP is not required by our bylaws or otherwise. Our Audit Committee is submitting the selection of KPMG LLP to the shareholders for ratification as a matter of good corporate practice.

In the event the shareholders fail to ratify the appointment of KPMG LLP, the Audit Committee will reconsider its selection. Even if the selection of independent auditors is ratified by our shareholders, the Audit Committee may, in its discretion, direct the appointment of a different independent accounting firm at any time during the year if it feels that such a change would be in the best interests of Copart and its shareholders.

Principal Accountant Fees and Services

The following table provides a summary of fees for professional services rendered by KPMG LLP for the fiscal years ended July 31, 2005 and July 31, 2004:

Fee Category	Fiscal 2005 Fees		Fiscal 2004 Fees
Audit fees, excluding audit related	$	1,550,096	$	305,000
Audit related fees		24,000		44,000
Tax fees		192,825		340,725
All other fees		—		—
Total fees	$	1,766,921	$	689,725

Audit Fees. Consists of fees billed for professional services rendered for the audit of Copart’s consolidated financial statements and the related audit of internal controls in fiscal 2005, and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements.

Audit Related Fees. Consists of fees billed or for assurance and related services that are reasonably related to the performance of the audit or review of Copart’s consolidated financial statements and that are not reported under “Audit Fees.” These services include employee benefit plan audits, accounting consultations in connection with acquisitions and attest services that are not required by statute or regulation.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state, and international tax compliance, tax audit defense, customs and duties, mergers and acquisitions, and international tax planning.

All Other Fees. Consists of fees for products and services other than the services reported above. We did not retain KPMG LLP for any other services in fiscal 2005 or fiscal 2004.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

Ratification of the appointment of KPMG LLP requires the affirmative vote of a majority of the shares present at the 2005 annual meeting, either in person or by proxy.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that shareholders vote FOR the ratification of the selection of KPMG LLP to serve as our independent auditors for the current fiscal year ending July 31, 2006.

AUDIT COMMITTEE REPORT

The following report of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this information be incorporated by reference by any general statement incorporating by reference this proxy into any filing under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference in such filing.

The Audit Committee of our Board of Directors is comprised of the four directors named below, none of whom are officers or employees of the Company. Our Audit Committee believes that all of its current members are independent directors as defined by applicable Nasdaq National Market rules and listing standards. The Board of Directors has adopted a written charter for the Audit Committee.

The Audit Committee has reviewed and discussed with Copart’s management and KPMG LLP Copart’s audited consolidated financial statements and financial reporting process. Copart’s management has the primary responsibility for the financial statements and financial reporting processes of Copart, including the system of internal controls. KPMG LLP, the Company’s current independent auditors are responsible for performing an independent audit of the consolidated financial statements of the Company and for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles. The Audit Committee reviews and monitors these processes and receives reports from KPMG LLP and Company management. The Audit Committee also discussed with KPMG LLP the overall scope and plans of their audits, their evaluation of the company’s internal controls, and the overall quality of the company’s financial reporting processes.

The Audit Committee has discussed with KPMG LLP those matters required to be discussed by Statement of Auditing Standards No. 61 (“Communication With Audit Committees”) and has also discussed with the Audit Committee that firm’s independence from management and the Company. The Audit Committee has also received and reviewed the written disclosures and the letter from KPMG LLP required by Independence Standard Board Standard No. 1 (Independence Discussions with Audit Committee). The Audit Committee has also considered whether KPMG LLP’s provision to the Company of non-audit services (such as tax-related services, due diligence procedures, and services and advice related to acquisitions) that are not otherwise prohibited by applicable law is compatible with maintaining the independence of KPMG LLP with respect to the Company and its management.

Based upon the reviews, discussions and considerations referred to above, the Audit Committee has recommended to the Board that the Company’s audited financial statements be included in our Annual Report on Form 10-K for fiscal year 2005, and that KPMG LLP be appointed as the independent auditors for the Company for fiscal year 2006.

Respectfully submitted by:

The Audit Committee of the Board of Directors

SECURITY OWNERSHIP

The following table sets forth certain information known to Copart regarding the ownership of our Common Stock as of the record date (October 17, 2005) by (i) all persons known by Copart to be beneficial owners of five percent or more of our Common Stock; (ii) each current director and nominee for director; (iii) any other Named Officers (as said term is defined hereinafter in “Executive Compensation - Summary Compensation Table”); and (iv) all executive officers and directors of the Company as a group. Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares beneficially owned, subject to community property laws where applicable, except as otherwise indicated.

Five Percent Shareholders, Directors and Executive Officers (1)	Number of Shares	Percent of Total Shares Outstanding

Neuberger Berman LLC (2) 605 Third Avenue New York, NY 10158	9,223,890	10.20%

Thomas W. Smith (3) 323 Railroad Avenue Greenwich, CT 06830	5,602,912	6.2%

Wasatch Advisors, Inc. (4) 150 Social Hall Avenue Salt Lake City, UT 84111	5,384,963	5.95%

Willis J. Johnson (5)	13,460,977	14.74%
James Grosfeld (6)	5,823,000	6.43%
A. Jayson Adair (7)	1,560,208	1.70%
Harold Blumenstein (8)	835,867	*
James E. Meeks (9)	408,007	*
Jonathan Vannini (10)	98,917	*
Vincent W. Mitz (11)	142,167	*
David L. Bauer (12)	85,563	*
Steven D. Cohan (13)	30,006	*
All directors and executive officers as a group (sixteen persons) (5-13)	22,746,252	24.21%

_____________________

*	Represents less than 1% of the Company’s outstanding Common Stock.

(1)	Unless otherwise set forth, the mailing address for each of the persons listed in this table is: c/o Copart, Inc., 4665 Business Center Drive, Fairfield, California 94534.

(2)

The number of shares and other information presented is as reported in a Schedule 13G filed by Neuberger Berman LLC with the SEC on October 11, 2005 and reflects stock held as of September 30, 2005. The Company has not attempted to verify independently any of the information contained in the Schedule 13G.

(3)

The number of shares and other information presented is as reported in a Schedule 13G filed with the SEC on February 14, 2005 and reflects stock held as of December 31, 2004. According to this Schedule 13G Messrs. Thomas W. Smith and Daniel J. Englander have the sole power to vote or direct the vote of 1,612,775 and 12,467 shares, respectively. Mr. Scott J. Vassalluzzo has sole power to vote or direct the vote of no shares. Messrs. Thomas W. Smith, Scott J. Vassalluzzo and Daniel J. Englander have the sole power to dispose or to direct the disposition of 2,185,169, 22,000 and 15,467 shares, respectively. Messrs. Thomas W. Smith, Scott J. Vassalluzzo and Daniel J. Englander have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of 3,417,743, 3,332,743 and 85,000 shares, respectively. The Company has not attempted to verify independently any of the information contained in the Schedule 13G.

(4)	The number of shares and other information presented is as reported in a Schedule 13F filed by Wasatch Advisors, Inc. with the SEC and reflects stock held as of June 30, 2005. The Company has not attempted to verify independently any of the information contained in the Schedule 13F.

(5)	Includes 841,667 shares of Common Stock subject to options exercisable within 60 days of the record date.

(6)	Includes 55,667 shares of Common Stock subject to options exercisable within 60 days of the record date.

(7)	Includes 1,556,333 shares of Common Stock subject to options exercisable within 60 days of the record date.

(8)	Includes 55,667 shares of Common Stock subject to options exercisable within 60 days of the record date.

(9)	Includes 407,917 shares of Common Stock subject to options exercisable within 60 days of the record date.

-14-

(10)	Includes 51,167 shares of Common Stock subject to options exercisable within 60 days of the record date.

(11)	Includes 142,167 shares of Common Stock subject to options exercisable within 60 days of the record date.

(12)	Includes 80,084 shares of Common Stock subject to options exercisable within 60 days of the record date.

(13)	Includes 30,000 shares of Common Stock subject to options exercisable within 60 days of the record date.

-15-

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of July 31, 2005 about shares of our common stock that may be issued upon the exercise of options and similar rights under all of our existing equity compensation plans, including our 2001 Stock Option Plan, our 1994 Employee Stock Purchase Plan, the 1994 Director Option Plan, and our 1992 Stock Option Plan. Our 1992 Stock Option Plan was terminated in 2001, and our 1994 Director Option Plan was terminated in August 2003. No further grants will be made under these plans although pre-existing options remain outstanding and are subject to the terms of the plan. All of our equity incentive plans have been approved by our shareholders.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders	5,454,912 ⁽²⁾	$11.09⁽³⁾	4,604,183⁽⁴⁾
Equity compensation plans not approved by security holders	—	—	—
Total	5,454,912	$11.09	4,604,183

_____________________

(1)

We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights under the 1994 Employee Stock Purchase Plan or the weighted average exercise price of outstanding rights under that plan. The 1994 Employee Stock Purchase Plan provides that shares of our common stock may be purchased at a per share price equal to 85% of the fair market value of the common stock on the beginning of the offering period or a purchase date applicable to such offering period, whichever is lower.

(2)	Reflects the number of shares of common stock to be issued upon exercise of outstanding options under the 1992 Stock Option Plan, the 1994 Director Option Plan, and the 2001 Stock Option Plan.

(3)	Reflects weighted average exercise price of outstanding options under the 1992 Stock Option Plan, the 1994 Director Option Plan, and the 2001 Stock Option Plan.

(4)	Includes securities available for future issuance under the 1994 Employee Stock Purchase Plan and the 2001 Stock Option Plan. No securities are available for future issuance under the 1992 Stock Option Plan and 1994 Director Option Plan.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides certain summary information concerning the compensation earned for services rendered in all capacities to Copart and its subsidiaries during each of the last three fiscal years, by our Chief Executive Officer and each of our other four most highly compensated executive officers. The individuals whose compensation is disclosed in the following table are referred to in this proxy statement as the “Named Officers.”

	Annual Compensation			Long Term Compensation Awards
Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Securities Underlying Options/SARs (#)	All Other Compensation ($)
Willis J. Johnson Chief Executive Officer	2005 2004 2003	492,300 450,000 450,000	950,000 750,000 500,000	— 100,000 —	23,574 (1) 21,473 (1) 17,870 (1)

A. Jayson Adair President	2005 2004 2003	392,308 338,500 300,000	700,000 500,000 300,000	— 200,000 —	— — —

James E. Meeks Executive Vice President and Chief Operating Officer	2005 2004 2003	275,000 225,000 225,000	350,000 250,000 150,000	— 150,000 —	— — —

David L. Bauer Senior Vice President of Information Technology and Chief Information Officer	2005 2004 2003	219,600 190,000 190,000	200,000 150,000 100,000	— 70,000 —	— — —

Vincent W. Mitz Senior Vice President of Marketing	2005 2004 2003	219,600 190,000 190,000	200,000 150,000 100,000	— 100,000 —	— — —

_____________________

(1)	Comprised of premiums paid on life insurance policies payable to beneficiaries designated by Mr. Johnson and Mr. Johnson’s wife in the amount of $23,574, $21,473 and $17,870 in 2005, 2004 and 2003, respectively

Copart provides its Chief Executive Officer and President limited ability to use Copart’s corporate aircraft for personal purposes, subject to the standards and limitations described in the Compensation Committee Report on Executive Compensation included in this proxy statement. In addition, Copart provides its Chief Executive Officer, its President, and its Chief Operating Officer with company-owned or leased automobiles that may be used for personal purposes. Copart provides the other named executive officers with a monthly car allowance.

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					Number of Securities Underlying Unexercised Options At Fiscal Year End				Value Of Unexercised In-The-Money Options At Fiscal Year - End ($)(2)
	Shares Acquired on Exercise (#)		Value Realized ($)(1)		Exercisable		Unexercisable		Exercisable		Unexercisable
Willis J. Johnson	$	—	$	—		841,667		108,333	$	15,475,904	$	1,904,980
A. Jayson Adair		—		—		1,556,334		171,666		26,310,663		2,607,980
James E. Meeks		—		—		407,917		142,083		4,552,879		2,082,742
David L. Bauer		—		—		80,083		82,834		938,094		927,283
Vincent W. Mitz.		—		—		142,166		82,834		1,590,967		927,283

SECTION 1 BACKGROUND, PURPOSE AND DURATION			1
	1.1	Effective Date	1
	1.2	Purpose of the Plan	1

SECTION 2 DEFINITIONS			1
	2.1	“1934 Act”	1
	2.2	“Actual Award”	1
	2.3	“Affiliate”	1
	2.4	“Base Salary”	1
	2.5	“Board”	1
	2.6	“Code”	2
	2.7	“Committee”	2
	2.8	“Company”	2
	2.9	“Determination Date”	2
	2.10	“Disability”	2
	2.11	“Earnings Per Share”	2
	2.12	“Employee”	2
	2.13	“Fair Market Value”	2
	2.14	“Fiscal Year”	2
	2.15	“Maximum Award”	2
	2.16	“Operating Cash Flow”	2
	2.17	“Operating Income”	2
	2.18	“Participant”	3
	2.19	“Payout Formula”	3
	2.20	“Performance Period”	3
	2.21	“Performance Goals”	3
	2.22	“Plan”	3
	2.23	“Profit After-Tax”	3
	2.24	“Profit Before-Tax”	3
	2.25	“Retirement”	3
	2.26	“Return on Assets”	3
	2.27	“Return on Equity”	3
	2.28	“Return on Sales”	4
	2.29	“Revenue”	4
	2.30	“Shares”	4
	2.31	“Target Award”	4
	2.32	“Termination of Employment”	4

	2.33	“Total Shareholder Return”	4

SECTION 3 SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS			4
	3.1	Selection of Participants	4
	3.2	Determination of Performance Goals	4
	3.3	Determination of Target Awards	4
	3.4	Determination of Payout Formula or Formulae	4
	3.5	Date for Determinations	5
	3.6	Determination of Actual Awards	5

SECTION 4 PAYMENT OF AWARDS			5
	4.1	Right to Receive Payment	5
	4.2	Timing of Payment	5
	4.3	Form of Payment	5
	4.4	Payment in the Event of Death	5

SECTION 5 ADMINISTRATION			6
	5.1	Committee is the Administrator	6
	5.2	Committee Authority	6
	5.3	Decisions Binding	6
	5.4	Delegation by the Committee	6

SECTION 6 GENERAL PROVISIONS			6
	6.1	Tax Withholding	6
	6.2	No Effect on Employment	6
	6.3	Participation	7
	6.4	Indemnification	7
	6.5	Successors	7
	6.6	Beneficiary Designations	7
	6.7	Nontransferability of Awards	7
	6.8	Deferrals	7

SECTION 7 AMENDMENT, TERMINATION AND DURATION			8
	7.1	Amendment, Suspension or Termination	8
	7.2	Duration of the Plan	8

SECTION 8 LEGAL CONSTRUCTION			8
	8.1	Gender and Number	8
	8.2	Severability	8
	8.3	Requirements of Law	8
	8.4	Governing Law	8
	8.5	Captions	8

This DEF 14A Filing	Date	Other Filings

	8/1/92
	9/1/92
	8/1/00
	7/31/04	10-K
	11/29/04
	12/31/04
	2/14/05	SC 13G/A
	6/30/05
	7/31/05	10-K
	9/30/05	SC 13D/A
	10/11/05	SC 13G
	10/17/05
	10/28/05
Filed On / Filed As Of / Effective As Of	11/7/05	8-K
For The Period Ended	12/6/05	8-K
	7/5/06
	7/31/06
	8/7/06
	8/31/07

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Copart Inc · DEF 14A · For 12/6/05

Filed On 11/7/05 2:41pm ET · SEC File 0-23255 · Accession Number 1188112-5-1920

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Copart Inc · DEF 14A · For 12/6/05

Filed On 11/7/05 2:41pm ET · SEC File 0-23255 · Accession Number 1188112-5-1920

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