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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
Date of report (Date of earliest event reported) September 29, 2023
 
 
BUTLER NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Kansas
(State or Other Jurisdiction of Incorporation)
 
 
0-1678
(Commission File Number)
 
41-0834293
(IRS Employer Identification No.)
 
  
       
 
One Aero Plaza, New Century, Kansas
(Address of Principal Executive Offices)
 
66031
(Zip Code)
 
  
 
913-829-4606
(Registrant's Telephone Number, Including Area Code)


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
None
None
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
 
 
 
Item 5.02
Compensatory Arrangements of Certain Officers.
 
On October 4, 2023, Butler National Corporation (the “Company”) entered into a First Amendment to Employment Agreement with each of Christopher J. Reedy, Tad M. McMahon and Joe A. Peters. The agreements modify the base salary of each individual retroactive to the beginning of the current fiscal year and apply until the end of the current employment contracts (scheduled to expire December 31, 2024).
 
Mr. Reedy’s annual base salary will increase to $595,000 per year, Mr. McMahon’s will increase to $375,000 per year and Mr. Peters will increase to $610,000 per year. The foregoing description of the First Amendments is qualified in its entirety by reference to the full text of the First Amendments, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.
 
Following consultation with the Compensation Committee’s independent compensation consultant, the Compensation Committee believed a raise for Mr. Reedy and Mr. McMahon was appropriate given (1) Mr. Reedy’s promotion to Chief Executive Officer, (2) Mr. McMahon’s additional responsibilities as corporate secretary and (3) the additional workload of Mr. Reedy and Mr. McMahon in light of recent executive officer departures.
 
The Company has elected to discontinue the Company’s discretionary sales commission program, which will partially off-set the increase in base salary to Mr. Peters. The Compensation Committee believes the result will be a net decrease in future compensation to Mr. Peters. Mr. Peters’ total compensation was $763,000 and $711,000 for the fiscal years ended April 30, 2023 and 2022, respectively.
 
On October 3, 2023, the Board of Directors determined that Mr. Peters qualifies as an “executive officer” under Rule 3b-7 of the Securities Exchange Act of 1934, as amended and anticipates Mr. Peters will constitute a “Named Executive Officer,” and be subject to the compensation disclosure rules thereto, in the Company’s proxy statement for the year ended April 30, 2024.
 
Item 5.07
Submission of Matters to Vote of Security Holders.
 
On October 3, 2023, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, 58,558,976 shares of common stock, or approximately 85.2% of the 68,727,900 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. Two people were nominated by the Board of Directors for election as directors of the Company, to hold office for a three year term expiring at the calendar year 2026 annual meeting of shareholders and until his successor is duly elected and qualified. The nominees were incumbent directors, no other persons were nominated and the nominees were elected. The votes were as follows:
 
Name of Director
For
Against
Abstain
Broker Non-Votes
David B. Hayden
25,759,707
5,296,700
585,610
26,916,959
Joe A. Peters
25,740,847
5,361,260
539,910
26,916,959
 
 
2.
Ratification of RBSM LLP as Independent Registered Accountant. A resolution that the shareholders ratify the selection and appointment of RBSM LLP as the independent registered public accounting firm for Butler National Corporation for the year ending April 30, 2024 was submitted to, and voted upon by, the shareholders. Shareholders ratified the appointment of RBSM LLP to serve as the Company’s independent registered public accounting firm for the 2024 fiscal year.
 
For
Against
Abstain
  
56,372,358
627,838
1,558,780
 
 
 
3.
Advisory Vote on Executive Compensation. An advisory vote on executive compensation was submitted to, and voted upon by, the shareholders. Shareholders approved, on an advisory basis, the compensation of the Named Executive Officers disclosed in the proxy statement.
 
For
Against
Abstain
Broker Non-Votes
25,177,635
5,900,478
563,904
26,916,959
 
 
4.
Advisory Vote on Frequency of Future Votes on Executive Compensation. An advisory vote on the frequency of holding future advisory votes on executive compensation was submitted to, and voted upon by, the shareholders. Shareholders approved, on an advisory basis, to have votes on executive compensation every year. In light of this advisory vote the Board of Directors has decided to include an advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of advisory votes on executive compensation.
 
1 Year
2 Years
3 Years
Abstain
30,804,586
313,956
160,961
362,514
 
 
 
 
Item 8.01
Other Events.
 
On September 29, 2023, the Compensation Committee, with Mr. Edgar abstaining and taking no part in the discussion, approved an award of 300,000 shares of Company common stock to John M. Edgar, a director, to be issued on October 6, 2023 as an “other stock-based award” pursuant to the Company’s 2016 Equity Incentive Plan. The award was compensation for Mr. Edgar’s work in providing investor relations to the Company following the departure of Craig D Stewart in January 2023. These shares will be fully vested on the date of grant.
 
Item 9.01
Financial Statements and Exhibits.
 
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Relates to management contract, compensatory plan or arrangement.
 
 
 
 
SIGNATURES
 
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 thereunto duly authorized.
 
 
BUTLER NATIONAL CORPORATION
(Registrant)
   
October 5, 2023
/S/ Christopher J. Reedy
Date Christopher J. Reedy
(President and Chief Executive Officer)
   
October 5, 2023
/S/ Tad M. McMahon
Date Tad M. McMahon
(Chief Financial Officer and Secretary)
 
 

Exhibit 10.1

 

First Amendment to Employment Agreement

 

This agreement shall constitute an amendment (“Amendment”), dated as of October 4, 2023, between Butler National Corporation (“Employer”) and Christopher J. Reedy (“Employee”) to that certain Employment Agreement, dated as of February 4, 2020, between Employee and Employer (the “Employment Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement.

 

WHEREAS, Employee and Employer now desire to amend the Employment Agreement to update the annual Base Salary payable to the Employee in accordance with the terms and conditions of this Amendment.

 

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Employment Agreement is amended, effective as of the date first set forth above (except as otherwise provided below), as follows:

 

 

1.

The first paragraph of Section 4.0 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

Commencing May 1, 2023, as compensation during the period of his employment under this Agreement, Employer shall pay to Employee as salary for his services, an annual sum of $595,000.00, which shall be payable weekly in accordance with Employer’s normal payroll practices (the “Base Salary”). Such rate of Base Salary shall continue until the end of the Initial Term (December 31, 2024), unless unilaterally increased by the Employer or modified by mutual agreement between Employer and Employee.

 

 

2.

Section 10 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

Notices. All notices to be given by either party to this Agreement to the other shall be in writing. Any notice to be given to Employee shall be given by depositing such notice in the United States mails, postage prepaid, addressed to Employee at One Aero Plaza, New Century, Kansas, 66031. Any notice to be given to Employer shall be given by depositing such notice in the United States mails, postage prepaid, addressed to Employer at the same address as Employer. Either party may from time to time change its address for further communication by giving notice in the manner prescribed to the other party.

 

 

3.

Except as modified by this Amendment, the Employment Agreement shall continue to be, and shall remain, in full force and effect. This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Employment Agreement except as otherwise expressly set forth herein.

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the day and year first written above.

 

BUTLER NATIONAL CORPORATION

  

EMPLOYEE
     
     

By

  /S/ Tad M. McMahon  

By

  /S/ Christopher J. Reedy

Tad M. McMahon

Chief Financial Officer

   Christopher J. Reedy

 

 

Exhibit 10.2

 

First Amendment to Employment Agreement

 

This agreement shall constitute an amendment (“Amendment”), dated as of October 4, 2023, between Butler National Corporation (“Employer”) and Tad M. McMahon (“Employee”) to that certain Employment Agreement, dated as of February 4, 2020, between Employee and Employer (the “Employment Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement.

 

WHEREAS, Employee and Employer now desire to amend the Employment Agreement to update the annual Base Salary payable to the Employee in accordance with the terms and conditions of this Amendment.

 

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Employment Agreement is amended, effective as of the date first set forth above (except as otherwise provided below), as follows:

 

 

1.

The first paragraph of Section 4.0 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

Commencing May 1, 2023, as compensation during the period of his employment under this Agreement, Employer shall pay to Employee as salary for his services, an annual sum of $375,000.00, which shall be payable weekly in accordance with Employer’s normal payroll practices (the “Base Salary”). Such rate of Base Salary shall continue until the end of the Initial Term (December 31, 2024), unless unilaterally increased by the Employer or modified by mutual agreement between Employer and Employee.

 

 

2.

Section 10 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

Notices. All notices to be given by either party to this Agreement to the other shall be in writing. Any notice to be given to Employee shall be given by depositing such notice in the United States mails, postage prepaid, addressed to Employee at One Aero Plaza, New Century, Kansas, 66031. Any notice to be given to Employer shall be given by depositing such notice in the United States mails, postage prepaid, addressed to Employer at the same address as Employer. Either party may from time to time change its address for further communication by giving notice in the manner prescribed to the other party.

 

 

3.

Except as modified by this Amendment, the Employment Agreement shall continue to be, and shall remain, in full force and effect. This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Employment Agreement except as otherwise expressly set forth herein.

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the day and year first written above.

 

BUTLER NATIONAL CORPORATION

  

EMPLOYEE
     
     

By

  /S/ Christopher J. Reedy  

By

  /S/ Tad M. McMahon

Christopher J. Reedy

Chief Executive Officer

  

Tad M. McMahon

 

 

 

Exhibit 10.3

 

First Amendment to Employment Agreement

 

This agreement shall constitute an amendment (“Amendment”), dated as of October 4, 2023, between Butler National Corporation (“Employer”) and Joe A. Peters (“Employee”) to that certain Employment Agreement, dated as of February 4, 2020, between Employee and Employer (the “Employment Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Employment Agreement.

 

WHEREAS, Employee and Employer now desire to amend the Employment Agreement to update the annual Base Salary payable to the Employee in accordance with the terms and conditions of this Amendment.

 

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Employment Agreement is amended, effective as of the date first set forth above (except as otherwise provided below), as follows:

 

 

1.

The first paragraph of Section 4.0 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

Commencing May 1, 2023, as compensation during the period of his employment under this Agreement, Employer shall pay to Employee as salary for his services, an annual sum of $610,000.00, which shall be payable weekly in accordance with Employer’s normal payroll practices (the “Base Salary”). Such rate of Base Salary shall continue until the end of the Initial Term (December 31, 2024), unless unilaterally increased by the Employer or modified by mutual agreement between Employer and Employee.

 

 

2.

Section 10 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

Notices. All notices to be given by either party to this Agreement to the other shall be in writing. Any notice to be given to Employee shall be given by depositing such notice in the United States mails, postage prepaid, addressed to Employee at One Aero Plaza, New Century, Kansas, 66031. Any notice to be given to Employer shall be given by depositing such notice in the United States mails, postage prepaid, addressed to Employer at the same address as Employer. Either party may from time to time change its address for further communication by giving notice in the manner prescribed to the other party.

 

 

3.

Except as modified by this Amendment, the Employment Agreement shall continue to be, and shall remain, in full force and effect. This Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Employment Agreement except as otherwise expressly set forth herein.

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment to the Employment Agreement as of the day and year first written above.

 

BUTLER NATIONAL CORPORATION   EMPLOYEE
     
     

By

  /S/ Christopher J. Reedy  

By

  /S/ Joe A. Peters

Christopher J. Reedy

Chief Executive Officer

   Joe A. Peters