Section 5 – Corporate Governance and Management

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Current Report on Form 8-K filed on January 29, 2014 for Copart, Inc. (the “Company”), Russell D. Lowy, our Senior Vice President and Chief Operating Officer, will retire effective April 30, 2014. Mr. Lowy has served as our Senior Vice President and Chief Operating Officer since July 2007, and in various other capacities since 1993.  Mr. Lowy will continue to provide transition services through July 31, 2014 and will continue to vest in all equity incentive awards through such date.

On March 4, 2014, our Board appointed Sean Eldridge, previously our Vice President of Operations, to serve as our Senior Vice President and Chief Operating Officer.  It also appointed William Franklin, our Senior Vice President and Chief Financial Officer, as Executive Vice President, United States. Mr. Franklin will continue as our Chief Financial Officer until a replacement Chief Financial Officer is hired.  Both appointments are effective immediately.

In connection with Mr. Eldridge’s becoming our Senior Vice President and Chief Operating Officer, the Compensation Committee of our Board approved an increase in his annual base salary from $200,000 to $225,000, effective as of February 16, 2014.  

In connection with Mr. Franklin becoming our Executive Vice President, United States, the Compensation Committee approved an increase in his annual base salary from $345,000 to $400,000.  In addition, the Compensation Committee approved the grant of an option to acquire 100,000 shares of our Common Stock to Mr. Franklin with an exercise price equal to the closing price of our Common Stock in Nasdaq trading on March 4, 2014.

Mr. Eldridge, age 44, served as our Vice President of Operations from July 2006 until March 2014.  From September 2003 until October 2005, Mr. Eldridge served as our Regional Manager, and from January 1992 to September 2003 as a General Manager of various Company facilities.  

Mr. Franklin, age 58, served as our Senior Vice President and Chief Financial Officer from March 2004 until March 2014. Mr. Franklin has over 20 years of international finance and executive management experience. From October 2001 to March 2004, Mr. Franklin served as the Chief Financial Officer of Ptek Holdings, Inc., an international telecommunications company. Prior to that he was the President and Chief Executive Officer of Clifford Electronics, an international consumer electronics company.