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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 30, 2021


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.)
 
 
 

19920 W. 161st Street, Olathe, Kansas
(Address of Principal Executive Offices)
 

66062
(Zip Code)
 
 
 
913-780-9595
(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 5.07
Submission of Matters to Vote of Security Holders
 
Item 5.07
Butler National Corporation Annual Meeting of Shareholders was held on September 28, 2021 (the "Annual Meeting"). At the Annual Meeting, 64,873,508 shares of common stock, or approximately 86% of the 75,366,749 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxies.

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 director of Butler National Corporation, to hold office for a three year term expiring at the 2025 annual meeting of shareholders and until his or her successors are duly elected and qualified. The nominees were incumbent directors, no other persons were nominated and the nominees were elected. There were 21,586,007 broker non-votes with respect to the nominees. The votes cast for or against, as well as abstentions with respect to the nominees were as follows:
 
Name of Director
 
Shares of Common Stock Voted For
 
Shares of Commons Stock Voted Against/Withheld
 
Abstentions
Clark D. Stewart   34,095,728   8,852,368   339,405
R. Warren Wagoner   34,283,122   8,898,840   105,539
 
Having received a plurality of the votes cast by holders of common stock at the Annual Meeting, Mr. Clark D. Stewart and Mr. R. Warren Wagoner were elected as directors.
 
2.
Ratification of Selection 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, 2022 was submitted to, and voted upon by, the shareholders. There were 57,592,259 shares of common stock voted in favor of, and 16,124 shares of common stock voted against said resolution. The holders of 7,265,125 shares of common stock abstained and there were 0 broker non-votes. Having received the affirmative vote of the holders of at least a majority of shares of common stock outstanding and entitled to vote at the Annual Meeting, the appointment of RBSM LLP was ratified.
 
3.
Advisory Vote on Executive Compensation. An advisory vote on executive compensation was submitted to, and voted upon by, the shareholders. There were 38,505,870 shares of common stock voted in favor of, and 3,389,181 shares of common stock voted against, said resolution. The holders of 392,450 shares of common stock abstained and there were 21,586,007 broker non-votes.
 
Exhibit
104
 
Cover Page Interactive Data File (formatted as Inline XBRL document)
 
 
 
 
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)
 
September 30, 2021
Date
/S/ Clark D. Stewart
Clark D. Stewart
(President and Chief Executive Officer)
 
September 30, 2021
Date
/S/ Tad M. McMahon
Tad M. McMahon
(Chief Financial Officer)
 
 
 
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