Butler National (BUKS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 30, 2024, to address director elections, auditor ratification, executive compensation, board declassification, and a reverse stock split with authorized share reduction.

• Shareholders can vote by mail, phone, internet, or in person; record date is September 3, 2024.

• Proxy materials are available online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of two directors for three-year terms.

• Ratification of RBSM, LLP as independent auditor for fiscal 2025.

• Advisory vote on executive compensation (say-on-pay).

• Proposal to declassify the board, moving to annual director elections by 2027.

• Proposal to authorize a reverse stock split (1-for-2 to 1-for-10) and reduce authorized common stock from 100M to 50M shares.

Board of directors and corporate governance

• Board consists of six directors post-meeting, with a mix of independent and non-independent members.

• Board committees: Audit, Compensation, Nominating and Governance.

• Lead Independent Director role established; current lead is Jeffrey D. Yowell.

• Board declassification proposal aligns with governance best practices.

• Attendance policy requires directors to attend all meetings barring unusual circumstances.