Butler National Corp Files 8-K with Corporate Updates

TL;DR

Butler National Corp filed an 8-K on Oct 30th, reporting corporate changes and submitting matters for a shareholder vote.

AI Summary

Butler National Corporation filed an 8-K on November 4, 2024, reporting events as of October 30, 2024. The filing indicates amendments to articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals potential changes in Butler National Corporation's governance or operational structure, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Players & Entities

• BUTLER NATIONAL CORPORATION (company) — Registrant
• October 30, 2024 (date) — Date of earliest event reported
• November 4, 2024 (date) — Filing date
• One Aero Plaza, New Century, Kansas 66031 (address) — Principal executive offices

FAQ

Key Financial Figures

• $2 million — October 30, 2024, the Board approved a $2 million increase in the size of the Company's s
• $9 million — ompany's stock repurchase program (from $9 million to $11 million). Prior to the amendment
• $11 million — repurchase program (from $9 million to $11 million). Prior to the amendment, as of October
• $1,172,000 — the amendment, as of October 30, 2024, $1,172,000 remained authorized but unused under th
• $3,172,000 — under the program. Now the Company has $3,172,000 available for stock repurchases under t

Filing Documents

• buks20241104_8k.htm (8-K) — 67KB
• ex_742544.htm (EX-3.1) — 66KB
• 0001437749-24-033117.txt ( ) — 273KB
• buks-20241030.xsd (EX-101.SCH) — 3KB
• buks-20241030_def.xml (EX-101.DEF) — 10KB
• buks-20241030_lab.xml (EX-101.LAB) — 14KB
• buks-20241030_pre.xml (EX-101.PRE) — 11KB
• buks20241104_8k_htm.xml (XML) — 3KB

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 30, 2024, at the Annual Meeting of Shareholders (the "Annual Meeting") of Butler National Corporation (the "Company"), the Company's shareholders approved an amendment to the Company's Bylaws to declassify the Company's Board of Directors (the "Board"). Beginning with the 2027 Annual Meeting of Stockholders, the entire Board will be elected annually. A detailed description of the foregoing amendment was set forth in Item No. 4 of the Company's Proxy Statement on Schedule 14A, filed with the SEC on September 16, 2024. This description is incorporated herein by reference and is qualified by the Bylaws, filed herewith as Exhibit 3.1.

07

Item 5.07 Submission of Matters to Vote of Security Holders. At the Company's Annual Meeting, 53,195,916 shares of common stock, or approximately 77.9% of the 68,270,856 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by Butler National Corporation shareholders at the Annual Meeting, and the final voting results on each matter. 1. Election of Directors . Jeffrey D. Yowell and Joseph P. Daly were elected as directors of the Company, to hold office for a three-year term expiring at the calendar year 2027 annual meeting of shareholders: Name of Director For Against Abstain Broker Non-Votes Jeffrey D. Yowell 43,897,546 28,314 6,587 9,263,469 Joseph P. Daly 43,879,420 18,953 34,074 9,263,469 2. Ratification of RBSM LLP as Independent Registered Accountant . Shareholders ratified the appointment of RBSM LLP to serve as the Company's independent registered public accounting firm for the 2025 fiscal year. For Against Abstain Broker Non-Votes 53,005,474 28,931 161,511 0 3. Advisory Vote on Executive Compensation. Shareholders approved, on an advisory basis, the compensation of the Named Executive Officers disclosed in the proxy statement. For Against Abstain Broker Non-Votes 43,665,287 188,915 78,245 9,263,469 4. Amendment to the Bylaws to Destagger the Board of Directors. Shareholders approved the amendment to the Company's Bylaws to declassify the Board of Directors. For Against Abstain Broker Non-Votes 43,562,421 165,294 204,808 9,263,469 5. Amendment to the Articles of Incorporation to Allow a Reverse Split and Reduce Authorized Common Stock. Shareholders approved the amendment to the Articles of Incorporation to allow the Board, if desired by the Board prior to the Company's 2025 Annual Meeting of Stockholders, to effectuate a reverse stock split and to reduce the authorized common st

01

Item 8.01 Other Events. On October 30, 2024, the Board approved a $2 million increase in the size of the Company's stock repurchase program (from $9 million to $11 million). Prior to the amendment, as of October 30, 2024, $1,172,000 remained authorized but unused under the program. Now the Company has $3,172,000 available for stock repurchases under the program. The Board also approved an extension of the stock repurchase program through November 15, 2026.

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 3.1 Butler National Corporation Bylaws, as amended on October 30, 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: November 4, 2024 /s/Tad M. McMahon Tad M. McMahon Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR