Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 25, 2021, the Board of Directors (the "Board") of Copart, Inc. (the
"Company") amended the authorized number of directors of the Board fixed under
its Bylaws from nine to ten members, and unanimously elected Cherylyn Harley
LeBon to fill the vacancy created thereby, effective May 26, 2021, to serve
until the next meeting of the Company's stockholders, or until her respective
successor is elected and qualified or her earlier resignation or removal.

Ms. LeBon has not been named to serve on any committee of the Board at this time.

There was no understanding or arrangement between Ms. LeBon and any other person pursuant to which Ms. LeBon was appointed.

Ms. LeBon, 55, serves as a Partner with the law firm of Dunlap, Bennett & Ludwig, based in Washington, D.C., where she is a member of the firm's Corporate and Government Contracts practice group.

Ms. LeBon has been provided the Company' s standard form of indemnification
agreement, a copy of which has been filed as Exhibit 10.17 to the Company's
Annual Report on Form 10-K (File No. 00-23255) filed with the Securities and
Exchange Commission on October 1, 2012 and is incorporated herein in its
entirety by reference. In addition, Ms. LeBon will receive compensation in
accordance with the Company's standard arrangements for non-employee directors
as disclosed in the Company's proxy statement filed with the Securities and
Exchange Commission on November 6, 2020 (the "Proxy Statement"), as such
arrangements may be amended from time to time.

Ms. LeBon is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Cash and Equity Director Compensation Program for our Executive Chairman and Non-Employee Directors



As disclosed in the section entitled "Compensation of Directors and Executive
Chairman" that begins on page 19 of the Proxy Statement, our executive chairman
and each non-employee director receives an annual director's fee of $70,000,
payable in quarterly installments. Steven D. Cohan, who serves as chairman of
the Company's audit committee, receives an additional annual fee of $10,000,
payable in quarterly installments.

In addition, as disclosed in the Proxy Statement, our executive chairman and
each continuing non-employee director is eligible to receive an annual option
grant of 25,000 shares under the Company's Amended and Restated 2007 Equity
Incentive Plan, on the date of the annual meeting of stockholders each year.
Newly appointed non-employee directors are awarded an initial grant of 25,000
shares on the date of appointment and are not eligible for an additional grant
until the fiscal year following their appointment. Each annual option grant and
each initial grant is subject to the following vesting schedule: the shares
subject to each option vest monthly over twelve (12) months from the date of
grant, such that the options will be fully vested one year from the date of
grant. Vesting of the options may accelerate if any successor corporation does
not assume the options in the event of a change in control.
The non-employee directors are eligible for reimbursement of reasonable and
necessary expenses incurred in connection with their attendance at board and
committee meetings.

As disclosed in the section entitled "Appointment of New Director" above and in
connection with her appointment to the Board, Ms. LeBon, as a non-employee
director, will receive compensation in accordance with the terms and conditions
set forth in this section, as may be amended from time to time.

The press release announcing Ms. LeBon's appointment as a director is attached hereto as Exhibit 99.1 and incorporated by reference in its entirety.


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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year
On May 25, 2021, in connection with Ms. LeBon's appointment to the Board, the
Board amended the maximum number of directors of the Board fixed under its
Bylaws from nine to ten members. The foregoing summary of the amendment to the
Bylaws is qualified in its entirety by reference to the full text of the Bylaws,
as amended effective as of May 25, 2021, a copy of which is filed as Exhibit 3.1
to this report and is hereby incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

Exhibit


Number                  Description
  3.1                   Amended Bylaws
                        Press Release, dated May 27, 2021, announcing the

addition of Cherylyn Harley


  99.1                  LeBon to the Copart, Inc. Board of Directors.

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