0001437749-20-007776.txt : 20200415 0001437749-20-007776.hdr.sgml : 20200415 20200415163628 ACCESSION NUMBER: 0001437749-20-007776 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200413 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20200415 DATE AS OF CHANGE: 20200415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUTLER NATIONAL CORP CENTRAL INDEX KEY: 0000015847 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 410834293 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01678 FILM NUMBER: 20794107 BUSINESS ADDRESS: STREET 1: 19920 W 161ST ST CITY: OLATHE STATE: KS ZIP: 66062 BUSINESS PHONE: 9137809595 MAIL ADDRESS: STREET 1: 19920 W 161ST ST CITY: OLATHE STATE: KS ZIP: 66062 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL CONNECTOR CORP DATE OF NAME CHANGE: 19701009 8-K 1 buks20200415_8k.htm FORM 8-K buks20200204_8k.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) April 13, 2020

 

BUTLER NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

         

Kansas

 

0-1678

 

41-0834293

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

       

19920 W. 161st Street, Olathe, Kansas

 

 

66062

(Address of principal executive offices)

 

 

(Zip Code)

 

Registrant’s telephone number, including area code (913) 780-9595

 

 

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 (17CFR 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 13, 2020, the Board of Directors of Butler National Corporation, a Kansas corporation (the “Company”), appointed John M. Edgar as a Class I director of the Company for a term expiring at the 2022 annual meeting of stockholders and appointed Craig D. Stewart as a Class I director of the Company for a term expiring at the 2022 annual meeting of stockholders.  The Board of Directors determined that neither Mr. Edgar nor Mr. Stewart qualify as independent directors under applicable NASDAQ definitions and were not appointed to any committee of the Company.

 

Mr. Edgar will receive the same compensation for his services as other non-employee directors of the Company. That compensation is a quarterly board fee of $5,000, which fee will commence in the Company’s next fiscal first quarter. The Company paid Edgar Law Firm LLC, a provider of legal services owned by Mr. Edgar, $144,435, $63,975 and $14,145 in the fiscal year to date, fiscal 2019 and fiscal 2018, respectively.

 

Mr. Stewart serves as the Company’s President of Aerospace and has a five year employment contract with the Company, which was filed as Exhibit 10.3 to the Current Report on Form 8-K filed February 4, 2020.  Mr. Stewart receives a base salary of $303,904.  He is also eligible to participate in the Company’s discretionary annual bonus for long-term employees and the Company’s Management Incentive Bonus Plan.  Mr. Craig D. Stewart is the son of Mr. Clark D. Stewart, a director of the Company and the Company’s President and Chief Executive Officer.

 

Other than the arrangements summarized above, there are no arrangements or understandings between Mr. Edgar or Mr. Stewart and any other person pursuant to which they were elected as directors.

 


 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

 

BUTLER NATIONAL CORPORATION
(Registrant)

April 15, 2020
Date

/s/ Clark D. Stewart
Clark D. Stewart
(President and Chief Executive Officer)

April 15, 2020
Date

/s/ Tad M. McMahon

Tad M. McMahon
(Chief Financial Officer)