8-KFiled Aug 17, 8:00 PM ET

Copart Inc. Appoints David J. Berger to Board of Directors

$CPRT · COPART INC

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Copart Inc. Appoints David J. Berger to Board of Directors

What Happened

  • Copart, Inc. announced on August 13, 2026 that its Board of Directors appointed David J. Berger to serve as a director, with an initial term that expires at the Company’s 2026 annual meeting of stockholders. The appointment was recommended by the Nominating, Governance, and Sustainability Committee.
  • Mr. Berger is a Senior Partner at Wilson Sonsini Goodrich & Rosati, P.C., which serves as outside corporate counsel to Copart. The company says there were no reportable related-party transactions with Mr. Berger or his immediate family for the fiscal year ended July 31, 2026.

Key Details

  • Appointment effective date: August 13, 2026; initial term expires at Copart’s 2026 annual meeting.
  • Mr. Berger’s affiliation: Senior Partner, Wilson Sonsini (Copart’s outside corporate counsel).
  • Company expects any fees to Wilson Sonsini for fiscal year ending July 31, 2027 to be immaterial.
  • Mr. Berger will receive Copart’s standard outside director compensation and has entered into Copart’s standard indemnification agreement. A press release dated August 17, 2026 is attached as Exhibit 99.1.

Why It Matters

  • Board change: Adds a legal professional with ties to Copart’s outside counsel, which could bring useful legal and governance experience to the board.
  • Conflict/independence note: Copart disclosed no related-party transactions requiring disclosure for the prior fiscal year and expects any future counsel fees to be immaterial, which addresses common investor concerns about conflicts of interest.
  • Governance impact: New director will be compensated under the company’s existing outside director program and subject to standard indemnification, so the change aligns with Copart’s current governance and compensation practices.