8-KLeadership ChangesRegulation FDExhibits & Filings

COPART INC 8-K Report, Executive Changes (Aug 18, 2026)

Filed August 18, 2026For Securities:CPRT

Summary

Copart, Inc. (CPRT) announced a board refreshment through an 8-K filing on August 18, 2026. The company appointed David J. Berger as a new director, effective August 13, 2026, with his term extending to the 2026 annual meeting of stockholders. Mr. Berger brings significant legal expertise as a Senior Partner at Wilson Sonsini Goodrich & Rosati, P.C., which provides outside corporate counsel to Copart. While Mr. Berger's appointment is a direct result of his professional standing and not based on prior arrangements with the company or other persons, his affiliation with Copart's outside counsel means the company anticipates ongoing routine legal services from his firm. Copart has stated that fees for these services are expected to be immaterial. Mr. Berger will participate in the standard outside director compensation program and has entered into the company's standard indemnification agreement. This appointment aims to strengthen the board's governance and operational oversight.

Key Highlights

  • 1Copart, Inc. appointed David J. Berger to its Board of Directors, effective August 13, 2026.
  • 2Mr. Berger's tenure as director will extend until the Company's 2026 annual meeting of stockholders.
  • 3Mr. Berger is a Senior Partner at Wilson Sonsini Goodrich & Rosati, P.C., Copart's outside corporate counsel.
  • 4The appointment was made upon the recommendation of the Nominating, Governance, and Sustainability Committee.
  • 5There are no disclosed arrangements or understandings between Mr. Berger and the Company or other persons related to his selection.
  • 6Copart expects future legal fees from Mr. Berger's firm for routine services to be immaterial.
  • 7Mr. Berger will receive compensation under the Company's outside director compensation program.

Frequently Asked Questions

David J. Berger is a Senior Partner at the law firm Wilson Sonsini Goodrich & Rosati, P.C., which serves as outside corporate counsel to Copart, Inc. He was appointed to the Board of Directors effective August 13, 2026, by the Board upon the recommendation of its Nominating, Governance, and Sustainability Committee, likely to enhance the board's expertise and governance.

The filing states there are no related party transactions requiring disclosure under Item 404(a) for the prior fiscal year. While his firm provides legal services, Copart anticipates that any future fees for routine legal services from Wilson Sonsini Goodrich & Rosati will be immaterial. Mr. Berger himself does not have family relationships with current directors or officers.

Mr. Berger will participate in Copart's standard outside director compensation program, as previously described in the company's proxy statement filed in October 2025. He has also entered into the company's standard form of indemnification agreement.

Mr. Berger's initial term as a director is set to expire at Copart, Inc.'s 2026 annual meeting of stockholders.