01—Abstract
Summary
Summary of the 8-K filed October 16, 2026. Cited figures are marked; the original filing is the authoritative source.
Copart, Inc. (CPRT) announced a significant stock option grant to its CEO, A.
Jayson Adair, on October 14, 2026. This grant, totaling 20,000,000 shares, is a non-statutory stock option with a 10-year term and will be subject to stockholder approval at the upcoming 2026 Annual Meeting. Notably, this option is intended to be Mr. Adair's sole substantive compensation for the next decade, with an annual salary of $1a and no expected bonuses or additional equity awards during this period, outside of certain perquisite programs.
02—Key points
Key Highlights
- CEO A. Jayson Adair granted a 20,000,000 share stock option.
- Option grant requires stockholder approval at the 2026 Annual Meeting.
- Stock option is structured with four tranches at different exercise prices ($26.27, $35.03, $43.78, $52.54).
- This option is intended to be Mr. Adair's primary compensation for the next 10 years, with a $1 annual salary.
- The option vests on the 5th anniversary of the grant date, contingent on continued service.
- Clawback provisions and a 10-year holding period apply to vested shares.
- Vesting acceleration and waiver of clawback/holding periods are outlined for specific termination events (death, disability, change in control).
03—Questions
Frequently Asked Questions
What is the primary purpose of this filing for investors?
This filing informs investors about a significant stock option grant to Copart's CEO, A. Jayson Adair, and the terms associated with it. It's important for investors to understand executive compensation structures and how they are tied to company performance and stockholder approval.
Why is stockholder approval required for this stock option grant?
Stockholder approval is required for this grant because it is a substantial award, and it is being granted outside of the company's existing equity incentive plan. This ensures that shareholders have a say in major executive compensation packages.
How does this stock option grant impact Mr. Adair's future compensation?
This grant is designed to be Mr. Adair's primary form of compensation for the next 10 years. He will receive a nominal $1 annual salary and is not expected to receive additional bonuses or equity awards during this period, making his financial incentive heavily tied to the appreciation of Copart's stock price through this option.
What are the conditions under which the stock option might be forfeited or subject to clawback?
The entire option will be forfeited if not approved by stockholders. If approved, 10% of the shares are subject to a service-based clawback for each year following Mr. Adair's termination of service. Additionally, shares received upon exercise are subject to a 10-year holding period. Specific provisions exist for termination due to death, disability, or change in control, which may waive these conditions under certain circumstances.
04—Continue