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0-1678
(Commission File Number)
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41-0834293
(IRS Employer Identification No.)
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19920 W. 161st Street, Olathe, Kansas
(Address of Principal Executive Offices)
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66062
(Zip Code)
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oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to Vote of Security Holders
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Butler National Corporation Annual Meeting of Shareholders was held on March 8, 2011 (the "Annual Meeting"). At the Annual Meeting, 46,667,357 shares of common stock, or approximately 82% of the 57,194,262 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.
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1. Election of Directors. Two people were nominated by the Board of directors for election as directors of Butler National Corporation, to hold office for a three year term expiring at the 2014 annual meeting of shareholders and until his or her successor is duly elected and qualified. The nominees were incumbent directors, no other person was nominated and the nominees were elected. There were 31,346,232 broker non-votes with respect to each nominee. The votes cast for or against, as well as abstentions with respect to, each nominee were as follows:
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Name of Director
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Shares of Common Stock Voted For
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Shares of Commons Stock Voted Against/Withheld
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Abstentions
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David B. Hayden
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21,673,903
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411,486
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Michael J. Tamburelli
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21,690,465
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394,924
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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, Mr. David B. Hayden and Mr. Michael J. Tamburelli were declared elected as directors to serve for the coming three year term.
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2. Ratification of Selection of Weaver, Martin & Samyn, L.L.C. as Auditors. A resolution that the shareholders ratify the selection and appointment of Weaver, Martin & Samyn, L.L.C. as the independent registered public accounting firm for Butler National Corporation for the year ending April 30, 2012 was submitted to, and voted upon by, the shareholders. There were 46,544,769 shares of common stock voted in favor of, and 75,851 shares of common stock voted against said resolution. The holders of 46,737 shares of common stock abstained and there were 6,764,264 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 Weaver, Martin & Samyn, L.L.C. was ratified.
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3. Advisory Vote on Executive Compensation. An advisory vote on executive compensation was submitted to, and voted upon by, the shareholders. There were 21,694,101 shares of common stock voted in favor of, and 337,827 shares of common stock voted against, said resolution. The holders of 53,461 shares of common stock abstained and there were 31,346,232 broker non-votes. Based on these results and consistent with a majority of votes cast with respect to this matter, the Company's Board of Directors has adopted a policy to hold an advisory vote on executive compensation every year.
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BUTLER NATIONAL CORPORATION
(Registrant)
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November 1, 2011
Date
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/S/ Clark D. Stewart
Clark D. Stewart
(President and Chief Executive Officer)
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November 1, 2011
Date
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/S/ Angela D. Shinabargar
Angela D. Shinabargar
(Chief Financial Officer)
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