8-KLeadership Changes

COPART INC 8-K Report, Executive Changes (Jun 12, 2012)

Filed June 12, 2012For Securities:CPRT

Summary

Copart, Inc. (CPRT) filed an 8-K on June 12, 2012, reporting a change to its Board of Directors and its non-employee director compensation policy. The company announced the appointment of Thomas N. Tryforos as a new director, increasing the board size to eight members. Mr. Tryforos, a private investor and director of Credit Acceptance Corporation, fills a newly created vacancy and will serve until the next annual meeting. His appointment does not involve any undisclosed arrangements or transactions. Furthermore, Copart revised its non-employee director compensation policy. The annual director's fee was increased from $50,000 to $70,000, payable quarterly, with the Audit Committee Chairman retaining an additional $10,000 annual fee. The equity component was also adjusted due to a recent stock split; annual and initial option grants were increased from 20,000 to 40,000 shares under the 2007 Equity Incentive Plan, with a two-year vesting schedule. These changes reflect an effort to align compensation with board responsibilities and market practices.

Key Highlights

  • 1Copart, Inc. appointed Thomas N. Tryforos to its Board of Directors, expanding the board from seven to eight members.
  • 2Mr. Tryforos is a private investor and also serves as a director for Credit Acceptance Corporation.
  • 3The annual compensation for non-employee directors has been increased from $50,000 to $70,000.
  • 4The additional annual fee for the Chairman of the Audit Committee remains at $10,000.
  • 5Annual and initial stock option grants for non-employee directors were increased from 20,000 to 40,000 shares due to a recent stock split.
  • 6Option grants have a vesting schedule of 50% after 12 months, with the remainder vesting monthly over the subsequent 24 months.

Frequently Asked Questions

Thomas N. Tryforos, a private investor and a director of Credit Acceptance Corporation, has been appointed to the Board of Directors of Copart, Inc.

The annual director's fee has been increased from $50,000 to $70,000, payable in quarterly installments. Additionally, the number of shares for annual and initial stock option grants has been increased from 20,000 to 40,000 due to a stock split.

No, there were no undisclosed understandings or arrangements between Mr. Tryforos and any other person regarding his appointment. He will receive compensation according to the company's standard policy for non-employee directors.

The stock options granted to non-employee directors vest over two years from the date of grant. Fifty percent (50%) vest 12 months after the grant date, and the remaining shares vest 1/24th each month thereafter.