BUTLER NATIONAL CORPORATION |
To the Shareholders of Butler National Corporation: |
Notice is hereby given that the Annual Meeting of Shareholders of Butler National Corporation (the "Company") will be held at the Holiday Inn-Olathe, 1010 West 151st Street, Olathe, Kansas, on Tuesday, January 25, 2005, at 11:00 a.m., for the following purposes: |
1. To elect one (1) director to hold office for a term of three (3) years or until a successor is elected and qualified. |
The Board of Directors has fixed the close of business on December 14, 2004, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. |
By Order of the Board of Directors, |
Olathe, Kansas |
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE. |
BUTLER NATIONAL CORPORATION | ||
GENERAL | ||
VOTING | ||
SHAREHOLDER PROPOSALS Mail: Butler National Corporation | ||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | ||
| Amount and Nature of Beneficial Ownership (1) |
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Clark D. Stewart | 5,571,390(2) | 13.8% |
R. Warren Wagoner | 4,463,983(3) | 11.1% |
(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 following table sets forth, with respect to our Common Stock (the only class of voting securities), (i) shares beneficially owned by all directors and named executive officers of Butler National Corporation, and (ii) total shares beneficially owned by directors and officers as a group, as of April 30, 2004. | ||
Name of Beneficial Owner | Amount and Nature of | Percent of Class |
Larry B. Franke | 571,000(6) | 1.4% |
William A. Griffith | 1,231,983(5) | 3.1% |
David B. Hayden | 1,513,683(7) | 3.8% |
William E. Logan | 985,000(3) | 2.4% |
Clark D. Stewart | 5,571,390(2) | 13.8% |
R. Warren Wagoner | 4,463,983(4) | 11.1% |
Christopher J. Reedy | 305,000(8) | 0.8% |
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(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. | ||
ELECTION OF DIRECTORS | ||
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: William A. Griffith as a Class I Director; David B. Hayden and William E. Logan as Class II Directors; and Clark D. Stewart and R. Warren Wagoner as Class III Directors. The initial term of the Class I Directors was for a one year term or until his successor was elected and qualified and the election for the Class I is at the 2004 annual meeting, the initial term of the Class II Directors is two years after their initial election and Class II Directors will serve until the 2005 annual meeting or their successors are elected and qualified. The initial term of the Class III Directors is three years after their initial election and Class III Directors will serve until the 2006 annual meeting or until their successors are elected and qualified. After the expiration of the initial term, each class of Directors shall be elected to a three y ear term. Directors shall hold office until their successors have been elected and qualified. The Board of Directors has nominated for election William A. Griffith. The nominee is currently a member of the Board of Directors. The nominee was elected by the shareholders. It is intended that proxies solicited will be voted for such nominee. The Board of Directors believes that the nominee named below will be able to serve, but should the nominee be unable to serve as a director, the persons named in the proxies have advised that they will vote for the election of such substitute nominee as the Board of Directors may propose. | ||
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The names and ages of the directors, their principal occupations for at least the past five years are set forth below, based on information furnished by the directors. | ||
Name of Nominee and Director and Age | Served Since | Principal Occupation for Last Five Years and Other Directorships |
Clark D. Stewart | 1989 | President of our Company from September 1, 1989 to present. President of Tradewind Systems, Inc. (consulting and computer sales) 1980 to present; Executive Vice President of RO Corporation (manufacturing) 1986 to 1989; President of Tradewind Industries, Inc. (manufacturing) 1979 to 1985. Mr. Stewart is also a member of the Board of Directors of TransFinancial Holdings, Inc. |
R. Warren Wagoner | 1986 | Chairman of the Board of Directors of our Company since August 30, 1989 and President of our Company from July 26, 1989 to September 1, 1989. Sales Manager of Yamazen Machine Tool, Inc. from March, 1992 to March, 1994; President of Stelco, Inc. (manufacturing) 1987 to 1989; General Manager, AmTech Metal Fabrications, Inc., Grandview, MO 1982 to 1987. |
William A. Griffith | 1990 | Secretary of our Company, President of Griffith and Associates (management consulting) since 1984. Management consultant for Diversified Health Companies (management consulting) from 1986 to 1989. Chief Executive Officer of Southwest Medical Center (hospital) from 1981 to 1984. |
David B. Hayden | 1996 | Co-owner and President of Kings Avionics, Inc. since 1974 (avionics sales and service). Co-owner of Kings Aviation LLP (aircraft fixed base operation and maintenance) since 1994. Field Engineer for King Radio Corporation (avionics manufacturing) 1966 to 1974. |
William E. Logan | 1990 | Former Vice President and Treasurer of WH of KC, Inc. (Wendy's franchisee) June 1984 to present. Vice President and Treasurer of Valley Foods Services, Inc. (wholesale food distributor) June 1988 to April 1993. |
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During the fiscal year ended April 30, 2004, the Board of Directors met eight times. Each director attended 100% of the meetings of the Board of Directors. All Directors are expected to attend all meetings of the Board of Directors and the Annual Shareholders meeting. Members of the Board who are not otherwise our paid employees (all except Mr. Stewart) are paid $100 for each meeting attended. The Board of Directors has an Audit Committee, and a Compensation Committee, but no Nominating Committee. The Board of Directors believes that the responsibilities of a Nominating Committee can be handled as a function of the Board of Directors as a whole. During fiscal 2004, the Audit Committee consisted of David Hayden, William E. Logan and William A. Griffith. Its function is to assist the President in the review of our financial performance and operations. The Audit Committee met four times during the fiscal year ended April 30, 2004 and all members of the Audit Committee attended the meetin g. |
Name | Age | Position | ||||||||||||
R. Warren Wagoner | 52 | Chairman of the Board of Directors | ||||||||||||
Clark D. Stewart | 64 | President and Chief Executive Officer | ||||||||||||
Christopher J. Reedy | 38 | Vice President | ||||||||||||
William A. Griffith | 57 | Secretary | ||||||||||||
Angela Seba | 40 | Chief Financial Officer | ||||||||||||
Kathy L. Gorrell | 44 | Treasurer | ||||||||||||
Jon C. Fischrupp | 64 | President of Butler National Services, Inc., a wholly-owned subsidiary of Butler National Corporation | ||||||||||||
Larry W. Franke | 60 | President of Avcon Industries, Inc., a wholly-owned subsidiary of Butler National Corporation | ||||||||||||
Jeffery H. Shinkle | 35 | President of BCS Design, Inc., a wholly-owned subsidiary of Butler National Corporation | ||||||||||||
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COMPENSATION OF EXECUTIVE OFFICERS | ||||||||||||||
Summary Compensation Table | ||||||||||||||
Long Term Compensation | ||||||||||||||
Annual Compensation | Awards | Payouts | ||||||||||||
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| Restricted Stock Award(s) ($) | Securities Underlying Options (no.) (1) |
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Clark D. Stewart, President and CEO, Director | 04 | 297,345 | - | - | - | - 325,000 | - | - | ||||||
Christopher J. Reedy, Vice President | 04 | 139,337 | - | - | - | - 150,000 | - | - | ||||||
Larry W. Franke, President of Avcon Industries | 04 | 155,778 | - | - | - | - 100,400 | - | - | ||||||
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The following table provides further information concerning grants of stock options pursuant to the 1989 Nonqualified Stock Option Plan during fiscal year 2004 to the named executive officers: | ||||||||||||||
OPTION GRANTS IN LAST FISCAL YEAR | ||||||||||||||
Individual Grants | ||||||||||||||
No options were granted in the last fiscal year | ||||||||||||||
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR | ||||||||||||||
Number of Securities Underlying Unexercised Options at FY-End (No.) | Value of Unexercised In-the-Money Options at FY-End ($) | |||||||||||||
| Shares Acquired on Exercise (No.) | Value Realized ($) |
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Clark D. Stewart, Chief Executive Officer | 0 | 0 | 2,700,000 / 0 | 550,900 / 0 | ||||||||||
Christopher J. Reedy, Vice President | 0 | 0 | 300,000 / 0 | 120,500 / 0 | ||||||||||
Larry W. Franke, President of Avcon Industries | 0 | 0 | 571,000 / 0 | 149,406 / 0 | ||||||||||
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EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS. | ||||||||||||||
AUDIT COMMITTEE REPORT - Item 7(d)(3) | ||||||||||||||
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS | ||||||||||||||
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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STOCK PERFORMANCE GRAPH | ||||
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The peer group consists of companies with similar market capitalization. The Custom Selected Stock List is made up of the following small cap securities selected by CoreData Financial Information as peer companies: Activeworlds Corp, Atlas Pacific Ltd. Adr., Clinical Data Inc., Forward Industries, Inc., Hirsch Internat CP CL A, Interpharm Holdings Inc., Provena Foods Inc., Southern Security Life. | ||||
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Audit feesa | $50,275 | $42,500 | ||
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. | ||||
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All Other Fees | ||||
INDEPENDENT PUBLIC ACCOUNTANTS | ||||
We have engaged Weaver & Martin, L.L.C. to audit our financial statements for the years ended April 30, 2002, 2003, and 2004. Weaver & Martin, L.L.C. was able to express an opinion on the financial statements for the years ended April 30, 2002, 2003 and 2004. Representatives of Weaver & Martin, L.L.C. are expected to be present at the Annual Meeting of Shareholders, and they will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. | ||||
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. |
BUTLER NATIONAL CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
For January 25, 2005 Annual Meeting of Shareholders
The undersigned hereby appoints William A. Griffith 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 December 14, 2004, at the Annual Meeting of Shareholders of Butler National Corporation to be held on January 25, 2005 or any adjournment or adjournments hereby revoking all former proxies:
- ELECTION OF A DIRECTOR ____ For the nominee listed below ____ WITHHOLD AUTHORITY to vote
- RATIFY THE SELECTION OF AUDITORS ____ For ____ Against ____ Abstain
for a term of three (3) years (except as marked to the contrary) for the 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 I Director(s): William A. Griffith
(MUST BE SIGNED ON OTHER SIDE)
3. 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
THE SHARE(S) REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" SUCH PROPOSAL IF THERE IS NO SPECIFICATIONS. NONE OF THE PROPOSALS ARE RELATED TO OR CONDITIONED ON THE APPROVAL OF ANY OTHER PROPOSAL.
Date: ______________________________________, 2005
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(Signature)
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(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.