Monitor stockholder vote on Proposal 5 (CEO option grant) and Proposal 4 (equity plan amendment). The 20M-share CEO option represents ~2.16% dilution if fully exercised. Watch for ISS/Glass Lewis recommendations and say-on-pay approval percentage. The ACV Auctions acquisition integration and its impact on future revenue growth are key catalysts.
Price Chart
Executive Summary
Copart's 2026 definitive proxy statement (DEF 14A) for the annual meeting on December 1, 2026, includes five proposals: election of 12 directors, advisory say-on-pay vote, ratification of Ernst & Young as auditor, approval of an amended equity incentive plan (adding shares to a 35,000,000-share reserve), and approval of a CEO performance award granting A. Jayson Adair a 10-year option to acquire 20,000,000 shares at ascending exercise prices ($26.27 to $52.54). Fiscal 2026 revenue was $4.7 billion (up 0.4% YoY), but operating income fell 2.6% to $1.7 billion and net income fell 4.4% to $1.5 billion. The filing is routine governance with a notable CEO option grant subject to stockholder approval.
Key Facts
- Fiscal 2026 revenue: $4.7 billion (highest in history, up 0.4% YoY)
- Operating income: $1.7 billion (down 2.6% YoY); Net income: $1.5 billion (down 4.4% YoY)
- Fully diluted EPS: $1.55 (down 2.5% from $1.59 in fiscal 2025)
- Total liquidity: $5.7 billion ($4.5B cash/treasury + $1.22B undrawn credit facility, no debt)
- Acquired ACV Auctions on October 16, 2026 in all-cash transaction
- Proposal 5: CEO Performance Award — 20,000,000 share option to A. Jayson Adair at ascending exercise prices ($26.27, $34.94, $43.61, $52.54), target grant date value ~$209 million, 10-year term, 5-year cliff vesting with service-based clawback
- Proposal 4: Amended 2007 Equity Incentive Plan — 35,000,000 share reserve, extending term through 2036
- Last year's say-on-pay approval: ~92% of votes cast
- CEO transition: Jeffrey Liaw stepped down July 31, 2026; A. Jayson Adair became CEO
- Mr. Adair received $1 salary in fiscal 2026; total compensation $351,386 (includes $327,904 aircraft personal use)
- Jeffrey Liaw total compensation: $2,064,740; Leah Stearns total compensation: $3,980,437
- Board: 12 members, 10 independent; Willis J. Johnson (Chairman, founder) and A. Jayson Adair (son-in-law) are not independent
Financial Impact
Fiscal 2026 revenue $4.7B, operating income $1.7B, net income $1.5B, EPS $1.55. CEO Performance Award target value ~$209M. Proposed equity plan adds up to 35M shares.
Risk Factors
- Potential dilution from 20M-share CEO option grant and 35M-share equity plan reserve
- Declining operating income and net income YoY despite revenue growth
- CEO transition risk with Adair returning to CEO role and Liaw serving as Senior Advisor
- Shareholder pushback on CEO option award size (~$209M target value)
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001193125-26-428904 |
| Document: 0001193125-26-428904-index-headers.html | 0001193125-26-428904 |
| Document: 0001193125-26-428904-index.html | 0001193125-26-428904 |
| Document: 0001193125-26-428904.txt | 0001193125-26-428904 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 5d ago | DEFA14A | $29.00 $29.15 | ▲ +0.52% | ▼ −0.19% | $28.92 (−0.28%) |
Oct 22, 2026 5d ago | DEF 14A | $29.00 $29.15 | ▲ +0.52% | ▼ −0.19% | $28.92 (−0.28%) |
Oct 21, 2026 6d ago | Institutional Cluster | $29.09 $29.00 | ▼ −0.31% | ▲ +0.21% | $28.92 (−0.58%) |
Oct 16, 2026 11d ago | 8-K | $27.51 $27.83 | ▲ +1.16% | ▲ +0.83% | $28.92 (+5.13%) |
Oct 16, 2026 11d ago | 8-K | $27.87 $27.51 | ▼ −1.29% | ▼ −1.71% | $28.92 (+3.77%) |
Sep 10, 2026 6w ago | 8-K | $29.95 $31.73 | ▲ +5.94% | ▲ +6.39% | $28.92 (−3.44%) |
Aug 18, 2026 10w ago | 8-K | $31.51 $33.85 | ▲ +7.43% | ▲ +7.22% | $28.92 (−8.22%) |
Jun 29, 2026 17w ago | 8-K | $28.10 $28.19 | ▲ +0.32% | ▼ −0.46% | $28.92 (+2.92%) |
May 21, 2026 22w ago | 8-K | $33.76 $33.21 | ▼ −1.63% | ▼ −2.21% | $28.92 (−14.35%) |
Feb 28, 2026 34w ago | Institutional Cluster | $38.30 $38.48 | ▲ +0.46% | ▲ +1.37% | $28.92 (−24.50%) |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers