Butler National Corp DEF 14A: Executive Pay & Awards

TL;DR

Butler National Corp's DEF 14A is out, showing exec pay details and equity award changes for FY25.

AI Summary

Butler National Corp filed a DEF 14A on August 19, 2025, detailing executive compensation and corporate governance matters for the fiscal year ending April 30, 2025. The filing includes information on compensation for key executives such as Reedy Member and Stewart Member, and discusses changes in the fair value of outstanding equity awards granted in prior years.

Why It Matters

This filing provides transparency into how Butler National Corp compensates its top executives and manages shareholder equity, which can influence investor decisions.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and corporate governance, not indicating immediate financial distress or significant operational changes.

Key Numbers

• 2025-04-30 — Fiscal Year End (Reporting period for compensation and financial data.)
• 2025-08-19 — Filing Date (Date the DEF 14A was submitted to the SEC.)

Key Players & Entities

• BUTLER NATIONAL CORP (company) — Filer
• Reedy Member (person) — Executive Compensation
• Stewart Member (person) — Executive Compensation
• ONE AERO PLAZA (location) — Business Address
• NEW CENTURY, KS (location) — Business Address

FAQ

Filing Documents

• buks-20250819.htm (DEF 14A) — 441KB
• buks-20250819_g1.gif (GRAPHIC) — 2KB
• 0001628280-25-040772.txt ( ) — 1031KB
• buks-20250819.xsd (EX-101.SCH) — 2KB
• buks-20250819_def.xml (EX-101.DEF) — 3KB
• buks-20250819_lab.xml (EX-101.LAB) — 3KB
• buks-20250819_pre.xml (EX-101.PRE) — 2KB
• buks-20250819_htm.xml (XML) — 127KB

From the Filing

buks-20250819 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to 240.14a-12 BUTLER NATIONAL CORPOR ATION (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): x No fee required. o Fee paid previously with preliminary materials o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 1 BUTLER NATIONAL CORPORATION One Aero Plaza New Century, Kansas 66031 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS October 1 , 2025 To the Stockholders of Butler National Corporation: Notice is hereby given that the 2025 Annual Meeting of Stockholders of Butler National Corporation (the "Company" or "Butler National") will be held at Hallbrook Country Club, 11200 Overbrook Rd., Leawood, Kansas 66211, on Wednesday , October 1, 2025, at 10:00 a.m., local time. The purpose of the meeting is to: 1. Elect one (1) director to serve for the term of two (2) years or until a successor is elected and qualified; 2. Ratify the selection of RBSM, LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2026; 3. Vote on an advisory basis to approve the compensation of the Company Named Executive Officers; and 4. Transact such other business as may properly come before the meeting or any postponements or adjournments thereof. The Board of Directors has fixed the close of business on August 5, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting. By Order of the Board of Directors, CHRISTOPHER J. REEDY President and Secretary New Century, Kansas August 19, 2025 YOU MAY VOTE YOUR SHARES VIA A TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET. IF YOU RECEIVED A PAPER COPY OF A PROXY CARD BY MAIL, YOU MAY SUBMIT YOUR PROXY CARD BY SIGNING, DATING AND RETURNING YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON. 2 BUTLER NATIONAL CORPORATION One Aero Plaza New Century, Kansas 66031 PROXY STATEMENT Important notice regarding the availability of proxy materials. The proxy statement and proxy card are available to view or download at www.proxyvote.com for the stockholder meeting on October 1, 2025. This proxy statement is furnished to our stockholders in connection with the solicitation of proxies by Butler National Corporation's Board of Directors to be voted at the Annual Meeting of Stockholders to be held on Wednesday, October 1, 2025, at 10:00 a.m. local time, or any postponements or adjournments thereof. Instead of mailing a printed copy of our proxy materials, including our Annual Report, to each stockholder of record, we have decided to provide access to these materials in a fast and efficient manner via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. On August 19, 2025, we began mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to stockholders of record as of August 5, 2025, and we posted our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, stockholders may choose to access our proxy materials at www.proxyvote.com or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. For those who previously requested printed proxy materials or electronic materials on an ongoing basis, you will receive those materials as you requested. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY SUBMIT YOUR PROXY EITHER IN THE ENCLOSED ENVELOPE, VIA THE INTERNET OR BY TELEPHONE. Our proxy tabulator, Broadridge Financial Solutions, must receive any proxy that will not be delivered in person at the annual meeting by 11:59 p.m., Eastern Time on Tuesday, September 30, 2025. 3 INFORMATION ABOUT THE ANNUAL MEETING Who is entitled to vote? You may vote if you owned shares of our common stock at the close of business on August 5, 2025, the record date for the annual meeting, provided such shares are held directly in your name as the stockholder of record or are held for you as the beneficial owner through a bank, broker or other nominee. Each outstanding share of common stock is entitled to on

View Full Filing

View this DEF 14A filing on SEC EDGAR