Butler National (BUKS) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 30, 2026, to elect two directors, ratify the auditor, and hold an advisory vote on executive compensation.

• Proxy materials are available online, with voting options by mail, phone, or internet; record date is August 4, 2026.

• Quorum is 35% of outstanding shares; each share has one vote; 63,761,397 shares outstanding.

• Board recommends voting for all proposals, including director nominees and auditor ratification.

Voting matters and shareholder proposals

• Proposals include election of two directors for one-year terms, ratification of RBSM, LLP as auditor, and advisory approval of executive compensation.

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

• Advisory vote on executive compensation is non-binding but considered by the Compensation Committee.

• Shareholders may submit proposals or director nominations for the 2027 meeting by April 20, 2027.

Board of directors and corporate governance

• Board consists of five directors, with annual elections beginning in 2027 after phased destaggering.

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

• Majority of directors are independent per Nasdaq standards; Lead Independent Director role established.

• Board and committees met regularly in fiscal 2026; all directors attended at least 75% of meetings.

• Director stock ownership guidelines require non-employee directors to hold shares valued at two times annual cash retainer within three years.