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, with 68,270,856 shares outstanding.

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

Voting matters and shareholder proposals

• Election of two directors for three-year terms; nominees are Jeffrey D. Yowell and Joseph P. Daly.

• 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, and Nominating and Governance, with annual charter reviews.

• Lead Independent Director role established for enhanced governance.

• Attendance policy requires directors to attend all meetings; all directors met attendance requirements in 2024.

• New stock ownership guidelines for directors and executives adopted in August 2024.