Item 4. Mine Safety Disclosure

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Item 4. Mine Safety Disclosure

Not applicable.

PART II


Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

As of July 31, 2019, there were 229,790,268 shares outstanding. Our common stock has been quoted on the NASDAQ Global Select Market under the symbol “CPRT” since March 17, 1994. As of September 27, 2019, we had 877 stockholders of record. On July 31, 2019, the last reported sale price of our common stock on the NASDAQ Global Select Market was $77.53 per share.

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 7 — Long-Term Debt and Note 9 — 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*.*

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 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. For fiscal 2018 and 2017, we did not repurchase any shares of our common stock under the program. As of July 31, 2019, 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 2017
First Quarter	—	$	—	—	89,086,398
Second Quarter	—	$	—	—	89,086,398
Third Quarter	—	$	—	—	89,086,398
Fourth Quarter	—	$	—	—	89,086,398
Fiscal 2018
First Quarter	—	$	—	—	89,086,398
Second Quarter	—	$	—	—	89,086,398
Third Quarter	—	$	—	—	89,086,398
Fourth Quarter	—	$	—	—	89,086,398
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
May 1, 2019 through May 31, 2019	—	$	—	—	81,450,802
June 1, 2019 through June 30, 2019	—	$	—	—	81,450,802
July 1, 2019 through July 31, 2019	—	$	—	—	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.

(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.

During fiscal 2018 and 2017, certain executive officers and members of our board of directors exercised stock options through cashless exercises. During fiscal 2019, our former President exercised all of his vested stock options through a cashless exercise. A portion of the options exercised were net settled in satisfaction of the exercise price. We remitted $45.6 million, no amounts and $134.6 million for the years ended July 31, 2019, 2018 and 2017, 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 2017—Q1	18,000,000	$	7.70	5,408,972	5,255,322	7,335,706	$	25.62	$	134,615
FY 2018—Q2	80,000	6.54		11,996	—	68,004	43.60		—
FY 2019—Q3	3,000,000	17.81		945,162	806,039	1,248,799	56.53		45,565


(1)	Shares withheld for taxes are treated as a repurchase of shares for accounting purposes but do not count against our stock repurchase program.

Issuances of Unregistered Securities

There were no issuances of unregistered securities in the year ended July 31, 2019.

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, 2019 since July 31, 2014, to the cumulative total return over such period of (i) the NASDAQ Composite Index, (ii) the NASDAQ Industrial Index, and (iii) the NASDAQ Q-50 (NXTQ).

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Copart, Inc., the NASDAQ Composite Index,

the NASDAQ Industrial Index, the S&P 500 Index, and the NASDAQ Q-50 (NXTQ)



	Fiscal Year Ended July 31,
	2014		2015		2016		2017		2018		2019
Copart, Inc.	$	100.00	$	107.94	$	151.11	$	188.68	$	343.86	$	464.53
NASDAQ Composite	$	100.00	$	118.71	$	120.99	$	150.53	$	183.84	$	198.07
NASDAQ Industrial	$	100.00	$	120.16	$	128.41	$	154.19	$	182.45	$	194.33
S&P 500 Index	$	100.00	$	111.21	$	117.45	$	136.29	$	158.43	$	171.08
NASDAQ Q-50 (NXTQ)	$	100.00	$	109.34	$	100.69	$	115.80	$	141.13	$	162.10


*	Assumes that $100.00 was invested on July 31, 2014 in our common stock, in the NASDAQ Composite Index, the NASDAQ Industrial Index, the NASDAQ Q-50 (NXTQ), 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.

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