Item 5.03            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 31, 2022, Copart, Inc.'s (the "Company," "we," "us," or "our") stockholders approved an amendment and restatement of our Certificate of Incorporation to, among other things, increase the number of authorized shares of common stock of Copart, Inc. from 400,000,000 to 1,600,000,000 (the "Restated Certificate"). We filed the Restated Certificate on October 31, 2022 with the Secretary of State of the State of Delaware, and the Restated Certificate became effective upon filing.

The foregoing description of the Restated Certificate is qualified in its entirety by reference to the full text of the Restated Certificate, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.




          Item 5.07   Submission of Matters to a Vote of Security Holders

We held our special meeting of stockholders on October 31, 2022 (the "Special Meeting"). Of the 238,060,246 shares of our common stock outstanding as of the record date of October 3, 2022, 209,284,728 shares were represented at the Special Meeting, either in person or by proxy, constituting approximately 87.91% of the outstanding shares of common stock. The matter voted on at the Special Meeting and the votes cast with respect to such matter are set forth below.

1. Authorized Share Increase. Amendment and restatement of our Certificate of Incorporation to, among other things, increase the number of shares of our common stock authorized for issuance from 400,000,000 shares to 1,600,000,000 shares, primarily to facilitate a 2-for-1 split of our common stock in the form of a stock dividend:



            Votes For        Votes Against       Votes Withheld        Broker Non-Votes
           198,635,737        10,466,063             182,928                  0

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description

3.1 Amended and Restated Certificate of Incorporation of Copart, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL)

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