Butler National (BUKS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 1, 2025, to elect one director, ratify the auditor, and hold an advisory vote on executive compensation.

• Proxy materials are available online, with options for voting by mail, phone, or internet.

• Record date for voting is August 5, 2025, with 64,854,736 shares outstanding.

• Quorum is 35% of outstanding shares; each share has one vote.

Voting matters and shareholder proposals

• Proposals include electing one director for a two-year term, ratifying RBSM, LLP as auditor for FY 2026, and an advisory vote on executive compensation.

• Majority voting standard applies for uncontested director elections; abstentions do not affect the outcome.

• Shareholders can submit proposals for the 2026 meeting by April 21, 2026.

Board of directors and corporate governance

• Board consists of five directors, with a phased move to annual elections by 2027.

• Three standing committees: Audit, Compensation, and Nominating and Governance, each with updated charters and annual reviews.

• Board and committee meetings had high attendance; directors are expected to attend annual meetings.

• Lead Independent Director role established to enhance governance; stock ownership guidelines in place for directors.

• Code of ethics and business conduct applies to all directors, officers, and employees.