COPART INC 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information As of July 31, 2021, there were 237,014,273 shares of our common stock issued and outstanding. Our common stock has been quoted on the NASDAQ Global Select Market under the symbol “CPRT” since March 17, 1994. As of September 23, 2021, we had 806 holders of record of our common stock. On July 31, 2021, the last reported sale price of our common stock on the NASDAQ Global Select Market was $147.00 per share. Repurchases of Our Common Stock On September 22, 2011, our Board of Directors approved an 80 million share increase in the stock repurchase program, bringing the total current authorization to 196 million shares. The repurchases may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as we deem appropriate and may be discontinued at any time. For fiscal 2021 and 2020, we did not repurchase any shares of our common stock under the program. For fiscal 2019, we repurchased 7,635,596 shares of our common stock under the program at a weighted average price of $47.81 per share totaling $365.0 million. As of July 31, 2021, the total number of shares repurchased under the program was 114,549,198, and 81,450,802 shares were available for repurchase under our program. The number and average price of shares purchased in each fiscal year are set forth in the table below: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet be Purchased Under the Program (1) Fiscal 2019 First Quarter — $ — — 89,086,398 Second Quarter 7,635,596 $ 47.81 7,635,596 81,450,802 Third Quarter — $ — — 81,450,802 Fourth Quarter — $ — — 81,450,802 Fiscal 2020 First Quarter — $ — — 81,450,802 Second Quarter — $ — — 81,450,802 Third Quarter — $ — — 81,450,802 Fourth Quarter — $ — — 81,450,802 Fiscal 2021 First Quarter — $ — — 81,450,802 Second Quarter — $ — — 81,450,802 Third Quarter — $ — — 81,450,802 May 1, 2021 through May 31, 2021 — $ — — 81,450,802 June 1, 2021 through June 30, 2021 — $ — — 81,450,802 July 1, 2021 through July 31, 2021 — $ — — 81,450,802 (1) Our stock repurchase program was announced on February 20, 2003. On September 22, 2011, our Board of Directors approved an 80 million share increase in our stock repurchase program, bringing the total current authorization to 196 million shares. The repurchase may be effected through solicited or unsolicited transactions in the open market or in privately negotiated transactions. No time limit has been placed on the duration of the stock repurchase program. Subject to applicable securities laws, such repurchases will be made at such times and in such amounts as we deem appropriate and may be discontinued at any time. 30 Table of Contents In fiscal 2019, our former President exercised all of his vested stock options through a cashless exercise. In fiscal 2020, our Chief Executive Officer exercised all of his vested stock options through a cashless exercise. In fiscal 2021, certain employees exercised stock options through a cashless exercise. A portion of the options exercised were net settled in satisfaction of the exercise price. We remitted $3.8 million, $101.3 million, and $45.6 million during the years ended July 31, 2021, 2020 and 2019, respectively, to the proper taxing authorities in satisfaction of the employees’ statutory withholding requirements. The exercised stock options, utilizing a cashless exercise, are summarized in the following table: Period Options Exercised Weighted Average Exercise Price Shares Net Settled for Exercise Shares Withheld for Taxes (1) Net Shares to Employees Weighted Average Share Price for Withholding Employee Stock-Based Tax Withholding (in 000s) FY 2019—Q3 3,000,000 $ 17.81 945,162 806,039 1,248,799 $ 56.53 $ 45,565 FY 2020—Q1 4,000,000 17.81 865,719 1,231,595 1,902,686 82.29 101,348 FY 2021—Q4 90,000 17.73 12,366 29,349 48,285 129.01 3,786 (1) Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against our stock repurchase program. Dividend Policies We have not paid a cash dividend since becoming a public company in 1994. We currently intend to retain any earnings for use in our business. The Credit Agreement to which we are a party contains customary affirmative and negative covenants, including covenants that limit or restrict us and our subsidiaries’ ability to, among other things, pay dividends, subject to certain exceptions. For further detail see Notes to Consolidated Financial Statements, Note 8 — Long-Term Debt and Note 11 — Stockholders’ Equity and under the subheadings “ Credit Agreement ” and “ Note Purchase Agreement ” in the Liquidity and Capital Resources sections of this Annual Report on Form 10-K . Issuances of Unregistered Securities There were no issuances of unregistered securities in the year ended July 31, 2021. 31 Table of Contents Performance Graph Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information relating to the price performance of our common stock shall not be deemed “filed” with the SEC or “Soliciting Material” under the Exchange Act, or subject to Regulation 14A or 14C, or to liabilities of Section 18 of the Exchange Act except to the extent we specifically request that such information be treated as soliciting material or to the extent we specifically incorporate this information by reference. The following is a line graph comparing the cumulative total return to stockholders of our common stock at July 31, 2021 since July 31, 2016, to the cumulative total return over such period of (i) the NASDAQ Composite Index, (ii) the NASDAQ Industrial Index, and (iii) the S&P 500 Index. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Copart, Inc., the NASDAQ Composite Index, the NASDAQ Industrial Index, and the S&P 500 Index Fiscal Year Ended July 31, 2016 2017 2018 2019 2020 2021 Copart, Inc. $ 100.00 $ 124.86 $ 227.56 $ 307.41 $ 369.75 $ 582.87 NASDAQ Composite $ 100.00 $ 124.41 $ 151.94 $ 163.71 $ 217.38 $ 298.96 NASDAQ Industrial $ 100.00 $ 118.86 $ 145.63 $ 154.22 $ 199.55 $ 258.21 S&P 500 Index $ 100.00 $ 116.04 $ 134.89 $ 145.66 $ 163.08 $ 222.51 * Assumes that $100.00 was invested on July 31, 2016 in our common stock, in the NASDAQ Composite Index, the NASDAQ Industrial Index, and the S&P 500 Index and that all dividends were reinvested. No dividends have been declared on our common stock. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns. Copyright© 2019 Standard & Poor's, a division of S&P Global. All rights reserved. Item 6. Reserved 32 Table of Contents