Summary Compensation Table (dollars in thousands)
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Option Awards and Stock Appreciation Rights ($) | | Non-Equity Incentive Plan Compensation ($) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings($) | | All Other Compensation ($)(1) | | Total ($)(2) | | Clark D. Stewart, CEO | | 2014 | | 396 | | --- | | --- | | --- | | --- | | --- | | 46 | | 442 | | President and Director | | 2013 | | 477 | | 9 | | --- | | --- | | --- | | --- | | 39 | | 525 | | | | 2012 | | 467 | | 159 | | --- | | --- | | --- | | --- | | 40 | | 666 | | | | | | | | | | | | | | | | | | | | | | R. Warren Wagoner | | 2014 | | 75 | | --- | | --- | | --- | | --- | | --- | | 10 | | 85 | | Director - Chairman | | 2013 | | 269 | | 5 | | --- | | --- | | --- | | --- | | 15 | | 289 | | of the Board | | 2012 | | 272 | | 5 | | --- | | --- | | --- | | --- | | 23 | | 300 | | | | | | | | | | | | | | | | | | | | | | Craig D. Stewart | | 2014 | | 210 | | --- | | --- | | --- | | --- | | --- | | 46 | | 256 | | Vice President and | | 2013 | | 214 | | 6 | | --- | | --- | | --- | | --- | | 44 | | 264 | | Chief Financial Officer | | 2012 | | 203 | | 6 | | --- | | --- | | --- | | --- | | 61 | | 270 | | | | | | | | | | | | | | | | | | | | | | Christopher J. Reedy | | 2014 | | 227 | | --- | | --- | | --- | | --- | | --- | | 23 | | 250 | | Vice President and | | 2013 | | 230 | | 23 | | --- | | --- | | --- | | --- | | 26 | | 279 | | Secretary | | 2012 | | 218 | | 26 | | --- | | --- | | --- | | --- | | 27 | | 271 | |
Summary Compensation Table (dollars in thousands)
Name | | Year | | Airplane and Automobile Usage ($) | | Health Benefits ($) | | Memberships ($) | | Matching Contributions to 401(k) (3) ($) | Clark D. Stewart | | 2014 | | 7 | | 8 | | 16 | | 15 | R. Warren Wagoner | | 2014 | | --- | | --- | | --- | | 10 | Craig D. Stewart | | 2014 | | --- | | 25 | | 9 | | 12 | Christopher J. Reedy | | 2014 | | --- | | 5 | | 5 | | 13 |
(1) | All Other Compensation includes the amounts in the supplemental table titled "All Other Compensation". |
Name and Principal Position | YR | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards and Stock Appreciation Rights ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($) | All Other Compensation ($)(1) | Total ($)(2) | Clark D. Stewart, CEO President and Director (Contract back pay) | 11 10 10 09 | 443,554 419,391 47,656 367,633 | 8,904 --- --- | --- --- --- | 174,796 --- --- | --- --- --- | --- --- --- | 39,469 39,412 34,582 | 666,723 506,459 402,215 | | | | | | | | | | | R. Warren Wagoner Director - Chairman of the Board | 11 10 09 | 255,066 248,719 228,984 | 4,468 --- --- | --- --- --- | 36,740 --- --- | --- --- --- | --- --- --- | 25,988 24,233 20,702 | 322,422 272,952 249,686 | | | | | | | | | | | Christopher J. Reedy Vice President and Secretary | 11 10 09 | 203,827 192,542 178,418 | --- --- --- | --- --- --- | 36,740 --- --- | --- --- --- | --- --- --- | 24,530 22,378 21,205 | 265,097 214,920 199,623 | | | | | | | | | | | Angela D. Shinabargar Chief Financial Officer | 11 10 09 | 150,093 133,380 123,583 | 5,000 10,000 20,000 | --- --- --- | 36,740 --- --- | --- --- --- | --- --- --- | 9,738 8,916 10,386 | 201,571 152,296 153,969 |
(2) | All benefits are provided for in the tables, summaries, and footnotes above. We did not participate in any of the following transactions and such items are therefore not reported in table format: Equity Award Table, Pension Benefit Table, and Nonqualified Deferred Compensation Table. |
Name | Year | Airplane and Automobile Usage | Health Benefits | Memberships | Matching Contributions to 401(k) (3) | | | Clark D. Stewart | 2011 | 7,200 | | 7,654 | | 9,915 | | 14,700 | | | | R. Warren Wagoner | 2011 | --- | | 11,288 | | --- | | 14,700 | | | | Christopher J. Reedy | 2011 | --- | | 4,256 | | 8,091 | | 12,183 | | | | Angela D. Shinabargar | 2011 | --- | | 606 | | --- | | 9,132 | | | | | | | | | | | | | (1) All Other Compensation includes the amounts in the tables above. (2) All benefits are provided for in the tables, summaries, and footnotes above. We did not participate in any of the following transactions and such items are therefore not reported in table format: Equity Award Table, Pension Benefit Table, Nonqualified Deferred Compensation Table, and Director Compensation Table. (3) Includes catch-up contribution made by the employee and matched by the Company. (4) The aggregate grant date fair value was computed in accordance with FASB ASC Topic 718 for each of the option tranches for each of the three years of the plan. The value is calculated by using the fair market value at the date of grant times the probability the receiving individual will be an employee of Butler National at the time the option may be exercised, times the probability that the price of the BUKS stock will reach the trigger price within the option period, times the Black Scholes value factor for the time to the trigger date for each year. |
(3)Includes catch-up contribution made by the employee and matched by the Company.
OPTION GRANTS, EXERCISES AND HOLDINGS | The unexercised stock
No options listedwere granted to any named executive officer in the table below were granted on December 31, 2010.last fiscal year.
| The following table provides information with respect to the named executive officers and directors concerning options exercised and unexercised options held as of the end of the our last fiscal year:
| Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values | | | | | | | | | | Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise ($) | | Number of Securities Underlying Unexercised Options at FY-End (no.) Exercisable/ Unexercisable | | Value of Unexercised In-the-Money Options at FY-End ($) Exercisable/ Unexercisable | | Clark D. Stewart, | | - | | - | | 0 / 618,488(a) | | 0 / 0 | | Chief Executive Officer | | | | | | 0 / 618,488(b) | | 0 / 0 | | | | | | | | 0 / 618,488(c) | | 0 / 0 | | | | | | | | | | | | R. Warren Wagoner, | | - | | - | | 0 / 130,000(a) | | 0 / 0 | | Director - Chairman of the Board | | | | | | 0 / 130,000(b) | | 0 / 0 | | | | | | | | 0 / 130,000(c) | | 0 / 0 | | | | | | | | | | | | Craig D. Stewart, | | - | | - | | 0 / 150,000(a) | | 0 / 0 | | Vice President and Chief Financial Officer | | | | | | 0 / 150,000(b) | | 0 / 0 | | | | | | | | 0 / 150,000(c) | | 0 / 0 | | | | | | | | | | | | Christopher J. Reedy, | | - | | - | | 0 / 130,000(a) | | 0 / 0 | | Vice President and Secretary | | | | | | 0 / 130,000(b) | | 0 / 0 | | | | | | | | 0 / 130,000(c) | | 0 / 0 | | | | | | | | | | | | David B. Hayden, | | - | | - | | 0 / 125,000(a) | | 0 / 0 | | Director | | | | | | 0 / 125,000(b) | | 0 / 0 | | | | | | | | 0 / 125,000(c) | | 0 / 0 | | | | | | | | | | | | Michael J. Tamburelli, | | - | | - | | 0 / 125,000(a) | | 0 / 0 | | Director | | | | | | 0 / 125,000(b) | | 0 / 0 | | | | | | | | 0 / 125,000(c) | | 0 / 0 | | | | | | | | | | | | Bradley K. Hoffman, | | - | | - | | 0 / 125,000(a) | | 0 / 0 | | Director | | | | | | 0 / 125,000(b) | | 0 / 0 | | | | | | | | 0 / 125,000(c) | | 0 / 0 | |
| | | Number of Securities
Underlying Unexercised
OptionsThe unexercised options at FY-End (no.)
| Value of Unexercised
In-the-Money
Options at
FY-End ($)
| Name
| Number of Shares Acquired
on Exercise (#)
| Value
Realized on Exercise ($)
| Exercisable/
Unexercisable
| Exercisable/
Unexercisable
| Clark D. Stewart,
Chief Executive Officer
| -
| -
| 0 / 618,488(a)
0 / 618,488(b)
0 / 618,488(c)
| 0 / 0
0 / 0
0 / 0
| R. Warren Wagoner,
Director - Chairman of the Board
| -
| -
| 0 / 130,000(a)
0 / 130,000(b)
0 / 130,000(c)
| 0 / 0
0 / 0
0 / 0
| Christopher J. Reedy,
Vice President and Secretary
| -
| -
| 0 / 130,000(a)
0 / 130,000(b)
0 / 130,000(c)
| 0 / 0
0 / 0
0 / 0
| Angela D. Shinabargar,
Chief Financial Officer
| -
| -
| 0 / 130,000(a)
0 / 130,000(b)
0 / 130,000(c)
| 0 / 0
0 / 0
0 / 0
| David B. Hayden,
Director
| -
| -
| 0 / 125,000(a)
0 / 125,000(b)
0 / 125,000(c)
| 0 / 0
0 / 0
0 / 0
| Michael J. Tamburelli,
Director
| -
| -
| 0 / 125,000(a)
0 / 125,000(b)
0 / 125,000(c)
| 0 / 0
0 / 0
0 / 0
| Bradley K. Hoffman,
Director
| -
| -
| 0 / 125,000(a)
0 / 125,000(b)
0 / 125,000(c)
| 0 / 0
0 / 0
0 / 0
| | | | | |
The options were granted under and are expressly subject to all the terms and provisions of the non-qualified stock option plans, and the terms of such non-qualified stock option plans are incorporated herein by reference. The terms are included but not limited to the following restrictions:
(a) In no event may any sharesApril 30, 2014 listed in the table above have an exercise price of $0.49 and noted (a) be purchased until satisfaction, either simultaneously or separately, of both (i) the date beingwill expire on December 31, 2011 or later and (ii) the close of the Company's common stock at a market price at or above $0.92 on any date between December 31, 2010 and December 31, 2015.
(b) In no event may any shares listed in the table above and noted (b) be purchased hereunder until satisfaction, either simultaneously or separately, of both (i) the date being December 31, 2012 or later and (ii) the close of the Company's common stock at a market price at or above $1.41 on any date between December 31, 2010 and December 31, 2015.
(c) In no event may any shares listed in the table above and noted (c) be purchased hereunder until satisfaction, either simultaneously or separately, of both (i) the date being December 31, 2013 or later and (ii) the close of the Company's common stock at a market price at or above $1.90 on any date between December 31, 2010 and December 31, 2015.
| | COMPENSATION OF DIRECTORS
| Each non-officer director is entitled to a quarterly director's fee for meetings of the Board of Directors which he attends. Officer-directors are not entitled to receive fees for attendance at meetings.
Fees of $10,000 were paid to Michael Tamburelli, David Hayden, and Bradley Hoffman in fiscal 2011. No fees were paid in fiscal 2010.
| Grant Date Fair Value of Stock Option Awards
| The following table summarizes compensation paid to non-employee directors during fiscal year 2011. We paid $10,000 in cash compensation to Mr. David Hayden, Mr. Michael Tamburelli, and Mr. Bradley Hoffman, our non-employee directors in fiscal year 2011.
|
Name | Stock Awards | | David B. Hayden | 0 / 125,000(a)
0 / 125,000(b)
0 / 125,000(c)
| | Michael J. Tamburelli | 0 / 125,000(a)
0 / 125,000(b)
0 / 125,000(c)
| | Bradley K. Hoffman | 0 / 125,000(a)
0 / 125,000(b)
0 / 125,000(c)
| |
2020. The options were granted under and are expressly subject to all the terms and provisions of the Plans, and the terms of such Plans are incorporated herein by reference. The terms are included but not limited to the following restrictions:
(a) In no event may any shares listed in the table above and noted (a) be purchased hereunder until satisfaction, either simultaneously or separately, of both (i) the date being December 31, 2011 or later and (ii)(a) | In no event may any shares be purchased until satisfaction, either simultaneously or separately, of both (1) the date being December 31, 2011 or later and (2) the close of the Company's common stock at a market price at or above $0.92 on any date between December 31, 2010 and December 31, 2015. (b) In no event may any shares listed in the table above and noted (b) be purchased hereunder until satisfaction, either simultaneously or separately, of both (i) the date being December 31, 2012 or later and (ii) the close of the Company's common stock at a market price at or above $1.41 on any date between December 31, 2010 and December 31, 2015.
(c) In no event may any shares listed in the table above and noted (c) be purchased hereunder until satisfaction, either simultaneously or separately, of both (i) the date being December 31, 2013 or later and (ii) the close of the Company's common stock at a market price at or above $1.90 on any date between December 31, 2010 and December 31, 2015.
|
(b) | In no event may any shares be purchased until satisfaction, either simultaneously or separately, of both (1) the date being December 31, 2012 or later and (2) the close of the Company's common stock at a market price at or above $1.41 on any date between December 31, 2010 and December 31, 2015. |
(c) | In no event may any shares be purchased until satisfaction, either simultaneously or separately, of both (1) the date being December 31, 2013 or later and (2) the close of the Company's common stock at a market price at or above $1.90 on any date between December 31, 2010 and December 31, 2015. |
COMPENSATION OF DIRECTORS (dollars in thousands)
Each non-officer director is entitled to a director's fee of $20 per quarter. The Chairman receives an additional $5 per quarter.
Director Compensation Table
Name of Director | | Fees Earned or Paid in Cash ($) | | Option Awards ($) | | All Other Compensation ($) | | Total ($) | R. Warren Wagoner | | 20 | | -- | | -- | | 20 | David B. Hayden | | 20 | | -- | | -- | | 20 | Michael J. Tamburelli | | 20 | | -- | | -- | | 20 | Bradley K. Hoffman | | 20 | | -- | | -- | | 20 |
Fees of $20 were paid to Michael Tamburelli, David Hayden, and Bradley Hoffman in fiscal 2013. No fees were paid to the Chairman in fiscal 2013.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS ARRANGEMENTS.
| On April 30, 2001, the Company extended the Employment Agreement through August 31, 2006 with Clark D. Stewart under the terms of which Mr. Stewart was employed as the President and Chief Executive Officer of the Company. On February 24, 2009 the Company extended the Employment Agreement with Mr.Clark D. Stewart as President and Chief Executive Officer of the Company with the terms as currently provided including annual increases of 5% through December 31, 2021.2022. In the event Mr. Stewart is terminated from employment with the Company other than "for cause," Mr. Stewart shall receive as severance pay an amount equal to the unpaid salary for the remainder of the term of the Employment Agreement. Mr. Stewart is also granted an automobile allowance of $600six hundred dollars per month which is reported by us as Salary Expense and to Mr. Stewart as Wages. Under the terms of the Employment Agreement with Mr. Stewart, the Company is obligated to pay company related expenses and salary. Included in accrued liabilities are $11,542$119 and $33,148$33 as of April 30, 2011,2014, and 20102013 respectively for amounts owed to our CEO for accrued compensation. No other employees, including executive officers have employment agreements, severance payment arrangements, or payment arrangements that would be triggered by a "change-in-control".
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION (dollars in thousands)
| The Compensation Committee of the Board of Directors is comprised of Mr. Wagoner, Chairman of the Board, Mr. Stewart, CEO, President and Board member, and Mr. Hayden, Board member, Mr. Tamburelli, Board member and Mr. Hoffman, Board member. The company does not generally employ the use of any compensation consultants in determining or recommending the amount or form of executive and director compensation. | In None of the normal courseCommittee members served as an officer or employee of business, we purchased modifications services and avionics of approximately $1,144, $88,142, and $74,442 from a company partially owned by David Hayden, a director for the Company or a subsidiary of the Company. None of our executive officers currently serves, or served during fiscal 2011, 2010, and 2009 respectively.
In September 2010 we acquired Kings Avionics, Inc. in support2014, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our "Classic" commercial and military product lines. As partBoard of the acquisition Mr. Hayden received $90,000 in fiscal 2011.Directors or Compensation Committee.
In the normal course of business we purchased business system components totaling $158,528 in fiscal 2011of $50, $47, and $6,653 in fiscal 2010$112 from ISG, the employer of Bradley Hoffman.Hoffman, a director of Butler National Corporation during fiscal 2014, 2013 and 2012 respectively.
| Performance MeasuresWe paid consulting fees of $135, $135, and Decision-Making Process$135 to David Hayden, a director of Butler National Corporation in fiscal year ended April 30, 2014, 2013, and 2012, respectively.
Included in accrued liabilities are $119 and $33 as of April 30, 2014, and 2013 respectively for Fiscal Year 2011amounts owed to our CEO for accrued compensation.
In fiscal 2014, there were three related-person transactions under the relevant standards: Butler National employed the brother (Wayne Stewart), son (Craig Stewart) and son-in-law (Jeff Shinkle) of Clark D. Stewart, an executive officer, as an engineer, Vice President and Chief Financial Officer, and an architect. Compensation for these related-persons was calculated in the same manner as the Summary Compensation table resulting in compensation of $204, $256 and $171, respectively, for fiscal 2014, $209, $264 and $173, respectively, for fiscal 2013, and $199, $270 and $165 respectively, for fiscal 2012.
The Committeepolicies and procedures for payment of goods and services for related transactions follow our normal course of business standards and require the necessary review and approval process as outlined in our Policies and Procedures manual and as set base salaries for executive officers for 2011 in April 2010, with payment beginning in April 2010.forth by our Compensation Committee.
- The performance measures used by the Committee in determining executive compensation for fiscal year 2011 were:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
- the absolute one-year and multi-year company performance as measured by market share, revenue growth, profit from operations and total shareholder return;
- one-year and multi-year performance on the same measures as compared with competitors in the comparator group; and
- Company progress toward its strategic goals.
To make its decisions on executive compensation, the Committee reviewed in detail each of the performance measures above and reviewed compensation market data. The Committee also reviewed the total compensation and benefits of the executive officers and considered the impact that their retirement, or termination under various other scenarios, would have on their compensation and benefits.
The CEO provided the entire board of directors with an assessment of his own performancefollowing table sets forth, with respect to the performance measures listed above, whichCompany common stock (the only class of voting securities), the board considered in its assessmentonly persons known to be beneficial owners of his performance for fiscal year 2011. The CEO reviewed the performancemore than five percent (5%) of any class of the other executive officers (except the Chairman) with the Committee and made recommendations regarding the componentsCompany voting securities as of their compensation.July 4, 2014. Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership (1) | | Percent of Class | | Clark D. Stewart | | | 5,250,958 | (2) | | 8.5 | % | 19920 West 161st Street | | | | | | | | Olathe, Kansas 66062 | | | | | | | | | | | | | | | | R. Warren Wagoner | | | 4,482,994 | (3) | | 7.3 | % | 19920 West 161st Street | | | | | | | | Olathe, Kansas 66062 | | | | | | | |
(1) | Unless otherwise indicated by footnote, nature of beneficial ownership of securities is direct, and beneficial ownership as shown in the table arises from sole voting power and sole investment power. The beneficial ownership includes the shares held in the Butler National 401(k) Profit Sharing Plan for the benefit of the individual. |
|
14(2) | Includes 1,855,464 shares which may be acquired by Mr. Stewart pursuant to the exercise of stock options which are exercisable. |
Before making its compensation decisions, the Committee discussed levels of compensation for the Chairman, the CEO and the other executive officers with the full board of directors in an executive session.
Determination of CEO Compensation
In fiscal year 2011, Butler National Corporation reached projected levels of revenue, profit from operations, operating margin and operating cash flow.
With regard to progress toward strategic goals, the Company improved its products and technology positions and strengthened its relationships with customers.
Taking into account Company performance, both absolute and relative to competition and the executive officers contribution to that performance, the Committee set its targeted compensation levels so as to be commensurate with that relative performance. The Committee made the following determinations for fiscal year 2011 with respect to each component of compensation for the CEO and his existing contract and the other executive officers:
Base Salary - In keeping with its strategy, the Committee base salary decisions for fiscal year 2011 were generally intended to provide salaries somewhat lower than the median level of salaries for similarly situated executives of the comparator companies.
Performance Bonus - In general, the Committee granted no annual performance awards
Long-Term Compensation - The Committee granted no equity compensation.
Compensation of the Chairman
Because Mr. Wagoner was among the four most highly compensated executive officers in the Company, SEC rules require disclosure of his compensation. In making the determinations, the Committee considered his role as Chairman, his contribution to the Company performance and strategic direction, and the compensation of employee-chairmen of comparator companies.
Report of the Compensation Committee
The Compensation Committee, which is composed of the Board of Directors, assists the Board in fulfilling its responsibilities with regard to compensation matters, and is responsible under its charter for determining the compensation of the Company's executive officers. The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this Proxy Statement for the 2011 Annual Meeting of Shareholders, including our CEO, Clark D. Stewart and our CFO, Angela D. Shinabargar. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" section be included in the Company's Proxy Statement for the 2011 Annual Meeting of Shareholders.
Compensation Committee
(3) | Includes 390,000 shares which may be acquired by Mr. Wagoner pursuant to the exercise of stock options which are exercisable. |
Mr. David B. HaydenThe following table sets forth as of April 30, 2014, with respect to the Company common stock (the only class of voting securities), (i) shares beneficially owned by all directors and named executive officers of the Company, and (ii) total shares beneficially owned by directors and officers as a group, as of April 30, 2014.
Name of Beneficial Owner | | | Amount and Nature of Beneficial Ownership (1) | | | Percent of Class | Clark D. Stewart | | 5,250,958 | (2 | ) | | 8.5 | % | R. Warren Wagoner | | 4,482,994 | (3 | ) | | 7.3 | % | Craig D. Stewart | | 1,706,559 | (4 | ) | | 2.8 | % | Christopher J. Reedy | | 1,327,757 | (5 | ) | | 2.1 | % | David B. Hayden | | 1,732,225 | (6 | ) | | 2.9 | % | Michael J. Tamburelli | | 375,000 | (7 | ) | | 0.6 | % | Bradley K. Hoffman | | 375,000 | (8 | ) | | 0.6 | % | | | | | | | | | All Directors and Executive Officers as a Group (7 persons) | | 15,250,493 | (9 | ) | | 24.8 | % |
(1) | Unless otherwise indicated by footnote, nature of beneficial ownership of securities is direct and beneficial ownership as shown in the table arises from sole voting power and sole investment power. |
(2) | Includes 1,855,464 shares, which may be acquired by Mr. Stewart pursuant to the exercise of stock options, which are exercisable. |
(3) | Includes 390,000 shares, which may be acquired by Mr. Wagoner pursuant to the exercise of stock options, which are exercisable. |
(4) | Includes 450,000 shares, which may be acquired by Mr. Stewart pursuant to the exercise of stock options, which are exercisable. |
(5) | Includes 390,000 shares, which may be acquired by Mr. Reedy pursuant to the exercise of stock options, which are exercisable. |
(6) | Includes 375,000 shares, which may be acquired by Mr. Hayden pursuant to the exercise of stock options, which are exercisable. |
(7) | Includes 375,000 shares, which may be acquired by Mr. Tamburelli pursuant to the exercise of stock options, which are exercisable. |
(8) | Includes 375,000 shares, which may be acquired by Mr. Hoffman pursuant to the exercise of stock options, which are exercisable. |
(9) | Includes 4,210,464 shares for all directors and executive officers as a group, which may be acquired pursuant to the exercise of stock options, which are exercisable. |
The Company does not have any equity compensation plans which have not been approved by the stockholders.
Equity Compensation Plan Information
Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by stockholders | | 7,262,064 | | $ | 0.49 | | 0 | (1) | | | | | | | | | | Equity compensation plans not approved by stockholders | | 0 | | | 0.00 | | 0 | | Total | | 7,262,064 | | $ | 0.49 | | 0 | |
(1) | See Note 5 to the audited consolidated financial statements for a description of the equity compensation plan for securities remaining available for future issuance. |
Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased under the Plans or Programs | | | | | (a) | | | (b) | | | (c) | | May 1, 2013 through April 30, 2014 | | | 0 | | | 0.00 | | | 0 | | | | | | | | | | | | | Total | | | 0 | | $ | 0.00 | | | 0 | |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE (dollars in thousands)
R. Warren Wagoner, | Mr. Clark D. Stewart | Mr. Bradley K. Hoffman (effective June 9, 2010) | Mr. Michael J. Tamburelli (effective May 1, 2010) | �� | | |
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is comprised of Mr. Wagoner, Chairman of the Board, Mr. Stewart, CEO, President and Board member, and Mr. Hayden, Board member, Mr. Tamburelli, Board member and Mr. Hoffman, Board member. The company does not employ the use of any compensation consultants in determining or recommending the amount or form of executive and director compensation. The Compensation Committee assists the Board in fulfilling its responsibilities with regard to compensation matters, and is responsible under its charter for determining the compensation of the Company's executive officers. The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this Proxy Statement for the 2011 Annual Meeting of Shareholders with management, including our CEO, Clark D. Stewart and our CFO, Angela D. Shinabargar. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" section be included in the Company's 2011 Annual Meeting of Shareholders.
Compensation Committee: Mr. R. Warren Wagoner, Mr. Clark D. Stewart, Mr. David B. Hayden, Mr. Michael J. Tamburelli, and Mr. Bradley K. Hoffman.Hoffman are independent Directors under the NASDAQ listing standards.
Qualifications
In the normal course of business we purchased business system components of $50, $47, and Skills$112 from ISG, the employer of Directors: The Company believes that its BoardBradley Hoffman, a director of Butler National Corporation during fiscal 2014, 2013 and 2012 respectively.
We paid consulting fees of $135, $135, and $135 to David Hayden, a director of Butler National Corporation in fiscal year ended April 30, 2014, 2013, and 2012, respectively.
Included in accrued liabilities are $119 and $33 as a whole should encompass a range of talent, skill, diversity,April 30, 2014, and expertise enabling it2013 respectively for amounts owed to provide sound guidance with respect toour CEO for accrued compensation.
In fiscal 2014, there were three related-person transactions under the Company's operationsrelevant standards: Butler National employed the brother (Wayne Stewart), son (Craig Stewart) and interests. In addition to considering a candidate's backgroundson-in-law (Jeff Shinkle) of Clark D. Stewart, an executive officer, as an engineer, Vice President and accomplishments, candidates are reviewedChief Financial Officer, and an architect. Compensation for these related-persons was calculated in the context same manner as the Summary Compensation table resulting in compensation of the current composition of the Board$204, $256 and the evolving needs of our businesses.$171, respectively, for fiscal 2014, $209, $264 and $173, respectively, for fiscal 2013, and $199, $270 and $165 respectively, for fiscal 2012.
The Boardpolicies and procedures for payment of Directors identifies candidatesgoods and services for election torelated transactions follow our normal course of business standards and require the Board of Directors; reviews their skills, characteristicsnecessary review and experience. The Board of Directors seeks directors with strong reputationsapproval process as outlined in our Policies and experience in areas relevant to the strategyProcedures manual and operations of the Company's businesses, particularly industries and growth segments that the Company serves, such as avionics, aircraft modifications and gaming. Each of the Company's current Directors has experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, risk management, and leadership development.set forth by our Compensation Committee.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fee Type | | | Fiscal 2014 | | Fiscal 2013 | | Audit fees (a) | | $ | 139 | | $ | 98 | | Audit related fees (b) | | | 16 | | | - | | Tax fees (c) | | | 5 | | | 8 | | All other fees (d) | | | - | | | - | | Total | | $ | 160 | | $ | 106 | |
(a) | Includes fees billed for professional services rendered in connection with the audit of the annual financial statements and for the review of the quarterly financial statements. |
(b) | Includes fees billed for professional services rendered in connection with assurance and other activities not explicitly related to the audit of Company financial statements, including the audits of Company employee benefit plans, contract compliance reviews and accounting research. |
(c) | Includes fees billed for domestic tax compliance and tax audits, corporate-wide tax planning and executive tax consulting and return preparation. |
(d) | Includes fees billed for financial systems design and implementation services. |
The Board of Directors also believes that each of the current DirectorsAudit Committee has other key attributes that are important to an effective board: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other inadopted a constructive and collaborative fashion; diversity of origin, background, experience, and thought; and the commitment to devote significant time and energy to service on the Board and its Committees. Diversity as a Factor in Selection of Board Candidates: The board does not have a formal policy with respect to diversity. However, the Board believes that it is essential that the Board members represent diverse viewpoints, with a broad array of experiences, professions, skills and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of the Company's stockholders.
Board's Role in Risk Oversight and Board Leadership Structure: The Board has determined that the positions of Chairman of the Board and Chief Executive Officer should be heldrequiring pre-approval by different persons. Under our corporate governance principles, the Chairman of the Board is responsible for coordinating the Board's activities, including scheduling of meetings of the full Board, scheduling executive sessions of the non-employee directors and setting relevant items on the agenda (in consultation with the Chief Executive Officer as necessary or appropriate). The Board believes this leadership structure enhances the Board's oversight of Company management, the ability of the Board to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance.
The board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. These committees then provide reports to the full board. The oversight responsibility of the board and its committees is enabled by management reporting processes that are designed to provide visibility to the board about the identification, assessment, and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks. The board and its committees oversee risks associated with their respective areas of responsibility, as summarized above.
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AUDIT COMMITTEE REPORT
The current members of the Audit Committee are Mr. David B. Hayden, Mr. Bradley K. Hoffman,of all services (audit and Mr. Tad McMahon. Mr. Hoffman is annon-audit) to be provided to the Company by its independent member under the Nasdaq listing standards. The Audit Committee met five times during fiscal year 2011, excluding actions by unanimous written consent.
Each member ofauditor. In accordance with that policy, the Audit Committee has experience or education in business or financial matters sufficientgiven its approval for the provision of audit services by L.L. Bradford and Company, LLC for fiscal 2015. Each year stockholders are asked to provide him or her with a working familiarity with basic finance and accounting mattersaffirm the selection of the company.
The Audit committee is primarily concerned with the effectiveness of the Company accounting policies and practices, financial reporting and internal controls. The Audit Committee is authorized (i) to make recommendations to the Board of Directors regarding the engagement of the Company independent auditors, (ii) to review the plan, scope and results of the annual audit, the independent auditors' letter of comments and management response thereto, (iii) to approve all audit and non-audit services, (iv) to review the Company policies and procedures with respect to internal accounting and financial controls and (v) to review any changes in accounting policy.
Audit Committee Financial Expert
The Company's board of directors does not have an "audit committee financial expert," within the meaning of such phrase under applicable regulations of the Securities and Exchange Commission, serving on its audit committee. The board of directors believes that all members of its audit committee are financially literate and experienced in business matters, and that one or more members of the audit committee are capable of (i) understanding generally accepted accounting principles ("GAAP") and financial statements, (ii) assessing the general application of GAAP principles in connection with our accounting for estimates, accruals and reserves, (iii) analyzing and evaluating our financial statements, (iv) understanding our internal controls and procedures for financial reporting; and (v) understanding audit committee functions, all of which are attributes of an audit committee financial expert. However, the board of directors believes that there is not any audit committee member who has obtained these attributes through the experience specifiedauditor by a vote requested in the SEC's definition of "audit committee financial expert." Further, like many small companies, it is difficult for the Company to attract and retain board members who qualify as "audit committee financial experts," and competition for these individuals is significant. The board believes that its current audit committee is able to fulfill its role under SEC regulations despite not having a designated "audit committee financial expert."proxy.
The Audit Committee oversees the Company’s financial reporting process on behalfhas approved 100% of the Board of Directors and oversees the entire audit function including the selection of independent registered public accounting firm. Management has the primary responsibility for the consolidated financial statements and the financial reporting process including internal control over financial reporting and the Company’s legal and regulatory compliance. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements for the year ended April 30, 2011 including a discussion of the acceptability and quality of the accounting principles, the reasonableness of significant accounting judgments and critical accounting policies and estimates, the clarity of disclosuresfees listed in the consolidated financial statements, and management’s assessment and report on internal control over financial reporting. The Audit Committee also discussed with the Chief Executive Officer and Chief Financial Officer their respective certifications with respect to the Company’s Annual Report on Form 10-K for the year ended April 30, 2011.above table. The Audit Committee reviewed with the independent registered public accounting firm, who are responsible for expressing an opinion on the conformity of the audited consolidated financial statements with U.S. generally accepted accounting principles, its judgments as to the acceptability and quality of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) including those matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees. In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed those disclosures and other matters relating to independence with the auditors.
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The Audit Committee discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of its audits of the Company.
Members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accounting firm. In reliance on the reviews and discussions with management and with the independent registered public accounting firm referred to above and the receipt of an unqualified opinion from Weaver Martin & Samyn, LLC dated July 28, 2011 regarding the audited consolidated financial statements of the Company for the year ended April 30, 2011, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended April 30, 2011 for filing with the Securities and Exchange Commission.
The Audit Committee report is submitted by:
David B. Hayden, Bradley K. Hoffman and Tad McMahon
The foregoing Report of the Audit Committee of the Board of Directors shall not be deemed to be soliciting material or be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this information by reference, and shall not otherwise be deemed to be filed with the Securities and Exchange Commission under such Acts.
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STOCK PERFORMANCE GRAPH
Our largest business segment is Aircraft Modifications.Professional Services. To provide a representative comparison of our stock performance, the following chart compares the cumulative stockholder return on our Common Stock for the last five years with the cumulative return on the OTCQB Stock Market. The following chart assumes $100 invested April 30, 2006,2009, in the above group. The total return assumes the reinvestment of dividends. |
The peer group consists of companies with similar market capitalization. The peer group index is made up of the following small cap securities selected by Research Data Group.Group as peer companies: Iceweb Inc., Calypso Wireless Inc., Forward Industries, Inc., Interpharm Holdings Inc., and Kraig Biocraft Laboratories, Inc. Companies removed or replaced in our peer group include Activeworlds and Clinical DataCalypso Wireless Inc. who were acquired by different companies and Hirsch International who merged with another company. |
19is no longer in business.
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
| Fee Type | Fiscal 2011 | Fiscal 2010 | | | Audit fees (a) Audit related fees (b) Tax fees (c) All other fees (d) | $91,256 2,640 20,125 - | $86,450 1,250 18,900 - | | | Total | $114,021 | $105,350 | |
(a) Includes fees billed for professional services rendered in connection with the audit of the annual financialstatements and for the review of the quarterly financial statements.
(b) Includes fees billed for professional services rendered in connection with assurance and other activities notexplicitly related to the audit of the Company’s financial statements, including the audits of employee benefitplans, contract compliance reviews and accounting research.
(c) Includes fees billed for domestic tax compliance and tax audits, corporate-wide tax planning and executive taxconsulting and return preparation.
(d) Includes fees billed for financial systems design and implementation services.
The Audit Committee has adopted a policy requiring pre-approval by the committee of all services (audit and non-audit) to be provided to the Company by its independent auditor. In accordance with that policy, the Audit Committee has given its approval for the provision of audit services by Weaver Martin & Samyn, LLC for fiscal 2012. Each year stockholders are asked to affirm the selection of the auditor by a vote requested in the proxy.
The audit committee has approved 100% of the fees listed in the above table.
| Financial Information Systems Design and Implementation Fees
We did not receive any services from our auditors relating to financial information systems design and implementation during the fiscal year ended April 30, 2011.
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ELECTION OF DIRECTORS (Item No. 1)
| The number of directors constituting our Board of Directors has been fixed at five (5). The Board is comprised of the following three classes of directors that serve staggered three year terms. Class I consists of one director to be elected at the 20132016 Annual Meeting. Class II consists of two directors, of which two are to be elected at the 20112014 Annual Meeting. Class III consists of two directors to be elected at the 20122015 Annual Meeting.
The Board of Directors has nominated Mr. David B. Hayden and Mr. Michael J. Tamburelli for Class II directors for election to the Board of Directors at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MR. HAYDEN AND FOR MR. TAMBURELLI FOR ELECTION AS DIRECTORS OF BUTLER NATIONAL CORPORATION. |
INDEPENDENT PUBLIC ACCOUNTANTS (Item No. 2)
| We have engaged L.L. Bradford and Company, LLC to audit our financial statements for the years ended April 30, 2014 and April 30, 2013. We engaged Weaver Martin & Samyn, LLC to audit our financial statements for the year ended April 30, 2012. L.L. Bradford and Company, LLC was able to express an opinion on the financial statements for the years ended April 30, 2009, 2010,2013 and 2011.April 30, 2012 and Weaver Martin & Samyn, LLC was able to express an opinion on the financial statements for the yearsyear ended April 30, 2009, 2010 and 2011.2012. Representatives of Weaver Martin & Samyn,L.L. Bradford and Company, LLC are expected to be present at the Annual Meeting of Shareholders, and they willmay have an opportunity to make a statement if they desire to do so and willmay be available to respond to appropriate questions.
We selected Weaver Martin & Samyn,L.L. Bradford and Company, LLC to be the independent public accountants for fiscal year 20122015 which ends April 30, 2012, and2015, we recommend that the appointment of the auditors be ratified by the Shareholders. Although Shareholder approval is not required, it is the policy of our Board of Directors to request, whenever possible, Shareholder ratification of the appointment or reappointment of independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE SHAREHOLDER RATIFICATION OF WEAVER MARTIN & SAMYN, L.L.C.L.L. BRADFORD AND COMPANY, LLC. AS OUR INDEPENDENT PUBLIC ACCOUNTANT.
If the appointment of Weaver Martin & Samyn,L.L. Bradford and Company, LLC is not ratified at the meeting, the Audit Committee may consider the selection of another accounting firm. |
ADVISORY VOTE ON EXECUTIVE COMPENSATION (Item No. 3)
The Company is providing its shareholders with the opportunity to cast an advisory vote on executive compensation as described below. The Company believes that it is appropriate to seek the views of shareholders on the design and effectiveness of the Company's executive compensation program.
The Company's goal for its executive compensation program is to attract, motivate and retain a talented, entrepreneurial and creative team of executives who will provide leadership for the Company's success in dynamic and competitive markets. The Company seeks to accomplish this goal in a way that rewards performance and is aligned with its shareholders' long-term interests. The Company believes that its executive compensation program, which emphasizes long-term equity awards, satisfies this goal and is strongly aligned with the long-term interests of its shareholders.
The Compensation Discussion and Analysis describes the Company's executive compensation program and the decisions made by the Compensation Committee in 20112014 in more detail.
The Company believes the compensation program for the named executive officers is instrumental in helping the Company achieve its strong financial performance.
The Company requests shareholder approval of the compensation of the Company's named executive officers as disclosed pursuant to the SEC's compensation disclosure rulesItem 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables).
As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company's executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions for named executive officers.
Vote Required
Approval of Item No. 3 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute the quorum. Proxies submitted without direction pursuant to this solicitation will be voted "FOR" the approval of the compensation of the Company's named executive officers, as disclosed in this proxy statement.
Recommendation of the Board THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVALFOLLOWING RESOLUTION: RESOLVED, THAT THE STOCKHOLDERS OF THEBUTLER NATIONAL CORPORATION APPROVE, ON AN ADVISORY BASIS, COMPENSATION OFPAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS.OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND THE NARRATIVE DISCLOSURES THAT ACCOMPANY THE COMPENSATION TABLES.
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OTHER MATTERS
OTHER MATTERS
| | Management knows of no other matters that will be presented at the meeting. If any other matter arises at the meeting, it is intended that the shares represented by the proxies in the accompanying form will be voted in accordance with the judgment of the persons named in the proxy.
Our Annual Report for fiscal year 20112014 is enclosed. The 20112014 Annual Report includes the Annual Report on Form 10-K containing our financial statements for the fiscal year ended April 30, 2011.2014.
A copy of Form 10-K and the Annual Report as we have filed with the Securities and Exchange Commission, will be furnished without charge to any shareholder who requests it in writing to us at the address noted on the first page of this Statement. |
| By Order of the Board of Directors | | |
| | | CHRISTOPHER J. REEDY, | |
| By Order of the Board of Directors | | | | | | CHRISTOPHER J. REEDY, | | | Secretary | |
| | | BUTLER NATIONAL CORPORATION ATTN: KATHY GORRELL 19920 W 161ST STREET OLATHE, KS 66062 | | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | KEEP THIS PORTION FOR YOUR RECORDS | — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | The Board of Directors recommends you vote FOR the following: | For All | Withhold All | For All Except | | To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | | | | 1.ELECTION OF DIRECTORS Nominees: | ¨ | ¨ | ¨ | | | | | | 01David B. Hayden | 02Michael J. Tamburelli | |
| | | | | The Board of Directors recommends you vote FOR proposals 2 and 3: | | | | For | | Against | | Abstain | |
BUTLER NATIONAL CORPORATION
PROXY CARD SOLICITED BY BOARD OF DIRECTORS
For November 1, 2011 Annual Meeting of Shareholders
| The undersigned hereby appoints Christopher J. Reedy and Clark D. Stewart, or either of them, Proxies with full power of substitution to vote all shares of stock of Butler National Corporation of record in the name of the undersigned at the close of business on September 13, 2011, at the Annual Meeting of Shareholders of Butler National Corporation to be held on November 1, 2011 or any adjournment or adjournments hereby revoking all former proxies: |
1.ELECTION OF TWO DIRECTORS:
_____ For the nominees listed below for a term of three (3) years (except as marked to the contrary);
_____ WITHHOLD AUTHORITY for a specific nominee listed below
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Class II Directors: David B. Hayden Michael J. Tamburelli
2.RATIFY THE SELECTION OF WEAVER & MARTIN, L.L.C. AS AUDITORS:
____ For____ Against____ Abstain
3.ADVISORY VOTE ON EXECUTIVE COMPENSATION:
____ For____ Against____ Abstain
Important notice regarding the availability of proxy materials. The proxy statement and proxy card are available to view or download at www.butlernational.com/proxy.htm
(MUST BE SIGNED ON OTHER SIDE)
4.WITHOUT LIMITING THE AUTHORITY GRANTED HEREIN, THE ABOVE NAMED PROXIES ARE EXPRESSLY AUTHORIZED TO VOTE IN THEIR DISCRETION ON ALL OTHER MATTERS THAT ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING.
____ For ____ Against ____ Abstain
THE SHARE(S) REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND “FOR” SUCH PROPOSAL IF THERE ARE NO SPECIFICATIONS. NONE OF THE PROPOSALS ARE RELATED TO OR CONDITIONED ON THE APPROVAL OF ANY OTHER PROPOSAL.
| | | 2.To ratify the selection of L.L. Bradford and Company, LLC as auditors for the fiscal year ending April 30, 2015. | | | | ¨ | | ¨ | | ¨ | | | | | 3.To approve, on an advisory basis, the compensation of the Company's named executive officers. | | | | ¨ | | ¨ | | ¨ | | | | | NOTE: Without limiting the authority granted herein, the above named proxies are expressly authorized to vote in their discretion on all other matters that are properly brought before the annual meeting. | | | | | | | | | | | | | | Yes | No | | | | Please indicate if you plan to attend the meeting | ¨ | ¨ | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date | | | | | | | | | | | | | | | | | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10-K, Notice & Proxy Statement, Shareholder Letter, Telephone/Internet insert (BR supplied) is/are available at www.proxyvote.com. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — | | | | | | | BUTLER NATIONAL CORPORATION Annual Meeting of Shareholders November 4, 2014 11:00 AM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Christopher J. Reedy and Clark D. Stewart, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all the shares of (Common/Preferred) stock of BUTLER NATIONAL CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholder(s) to be held at 11:00 AM, CST on 11/4/2014, at the Hilton Garden Inn Olathe 12080 S. Strang Line Rd., Olathe, KS 66062, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. | | | | | Continued and to be signed on reverse side | | Date: ______________________________________, 2011 | | | |
(Signature)
| | | (Signature if jointly held)
| | | Please sign name(s) exactly as shown at left. When signing as executor, administrator, trustee or guardian, give full title as such; when shares have been issued in names of two or more persons, all should sign. If a corporation, please sign full corporate name by the President or other authorized officer. If a partnership, please sign in partnership name by an authorized person. | | |
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