Butler National Corp. Reports Board Changes and Officer Compensation Adjustments

TL;DR

Butler National Corp. shakes up its board and adjusts exec pay.

AI Summary

Butler National Corporation announced on August 16, 2024, a change in its board of directors and executive compensation arrangements. The filing details the departure of a director and the election of a new director, along with adjustments to the compensatory arrangements for certain officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and executive compensation can indicate internal shifts that may affect future company direction and performance.

Key Players & Entities

• BUTLER NATIONAL CORPORATION (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• buks20240820_8k.htm (8-K) — 30KB
• ex_716580.htm (EX-3.1) — 66KB
• 0001437749-24-027364.txt ( ) — 235KB
• buks-20240816.xsd (EX-101.SCH) — 3KB
• buks-20240816_def.xml (EX-101.DEF) — 10KB
• buks-20240816_lab.xml (EX-101.LAB) — 14KB
• buks-20240816_pre.xml (EX-101.PRE) — 11KB
• buks20240820_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On August 16, 2024, the Board of Directors ("Board") of Butler National Corporation (the "Company") appointed Christopher J. Reedy as Chairman. The Board established the position of Lead Independent Director and the independent directors elected Mr. Jeffrey D. Yowell to serve as Lead Independent Director. Mr. Yowell was also appointed to serve as chairman of the Company's Compensation Committee. Mr. Wagoner, the former Chairman, will continue to serve as a member of the Board until the Company's 2024 annual meeting of stockholders. The Board approved a reduction in the Board's size, from seven director positions to six director positions, effective following the 2024 annual meeting of stockholders.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 16, 2024, the Board amended Sections 1.1, 1.7 and 1.11 of the Company's Bylaws (as amended, the "Bylaws") to change the voting standard for the election of directors in uncontested elections from a plurality standard to a majority voting standard. The Bylaws retain plurality voting for contested elections. Under the majority voting standard, if a director nominee in an uncontested election receives more votes "against" than "for," then the Board will consider whether to accept such director's resignation from the Board. The Bylaws were also updated to require all director nominees to submit a conditional resignation prior to an election in order comply with the majority vote standard. The Bylaws were also updated to comply with the director background check requirements of the Kansas Expanded Lottery Act. The preceding description is qualified in its entirety by reference to the Bylaws, which are attached hereto as Exhibit 3.1, and are incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 3.1 Butler National Corporation Bylaws dated August 16, 2024 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BUTLER NATIONAL CORPORATION Date: August 20, 2024 /s/Tad M. McMahon Tad M. McMahon Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR