Form 8-K - Current report

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) August 5, 2024

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.)


One Aero Plaza, New Century, Kansas		66031
(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 Arrangement of Certain Officers.

Appointment of Director

On August 5, 2024, the Board of Directors (the “Board”) of Butler National Corporation (the “Company”) appointed Lieutenant General (Ret) Michael A. Loh as a director. The Board has determined that Mr. Loh qualifies as an independent director. Mr. Loh has also been appointed to the Company’s Nominating and Governance Committee.

Mr. Loh filled the vacancy left by Mr. Peters and will complete the remainder of Mr. Peter’s Class II term. Mr. Loh will be up for re-election at the annual meeting of stockholders in 2026. The Company issued a press release of the appointment of Mr. Loh to the Board on August 7, 2024, which is attached hereto as Exhibit 99.1.

Mr. Loh, age 61, served 40 years in the United States Air Force and retired in 2024. His final assignment was Director Air National Guard where he managed a $14 billion annual budget and was responsible for setting strategic objectives and direction for the Air National Guard from 2020 to 2024. Mr. Loh oversaw a global workforce of 108,000 airmen and 1,100 military aircraft located in over 180 installations. Previously, he was The Adjutant General and Executive Director of the Department of Military and Veteran Affairs for Colorado from 2017-2020 and he has also held numerous command and staff assignments. Since 1992, he has served in management and line operations for United Airlines where he was a FAA Examiner, Instructor Pilot, and Evaluator. He still works for United Airlines as a 777 Captain. Mr. Loh has extensive operational, training, and risk management experience in both the public and private sector. Mr. Loh holds a B.S. degree in Aeronautical Engineering from the United States Air Force Academy and an M.B.A. from Trident University.

There is no arrangement or understanding between Mr. Loh and any other persons pursuant to which Mr. Loh was appointed to serve on the Board. Mr. Loh does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.

Item 9.01

Financial Statements and Exhibits

Exhibit No.	Description

99.1	Press Release dated August 7, 2024.
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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

Date: August 7, 2024		/s/Tad M. McMahon
		Tad M. McMahon Chief Financial Officer

Exhibit 99.1

PRESS RELEASE
FOR IMMEDIATE RELEASE

August 7, 2024

BUTLER NATIONAL APPOINTS USAF-RETIRED LT. GENERAL MICHAEL LOH TO BOARD OF DIRECTORS

New Century, Kansas, August 7, 2024 - Butler National Corporation (OTCQX: BUKS), a leader in the growing global market for specialized aircraft structural modification, maintenance, repair and overhaul (MRO) and a recognized provider of gaming management services, announces that Lieutenant General (Ret) Michael Loh will join the Butler National Corporation Board of Directors.

“We are very pleased that retired Lieutenant General Loh joined the Butler National Board of Directors and equally appreciative of Aric Peters for stepping down from the Board to make available the opportunity for Lt. Gen. Loh,” commented Christopher Reedy, President and CEO of Butler National Corporation.

Lt. Gen. Loh is the retired Director of the U.S. Air National Guard. In his last role, Lt. Gen. Loh was responsible for formulating, developing and coordinating all policies, plans and programs affecting 108,400 Air National Guard Airmen and civilians across 90 wings and 180 installations in 159 communities throughout the 50 states, the District of Columbia, Puerto Rico, Guam and the Virgin Islands. He managed a $14 billion annual budget and was responsible for setting strategic objectives and direction of the Air National Guard.

Retired Lt. Gen. Loh is a 1984 graduate of the U.S. Air Force Academy and served over 40 years in the U.S. Air Force. Previously, he was the Adjutant General and Executive Director of the Department of Military and Veteran Affairs for the State of Colorado. Lt. Gen. Loh has held command, staff and supervisory positions. He has deployed multiple times to both the Paciﬁc and Central Command regions and commanded combat operations during operations Iraqi Freedom and Provide Comfort II. Lt. Gen. Loh is a command pilot with more than 3.200 military and 5,700 civilian flying hours primarily in the F-16 and Boeing 777 respectively. Lt. Gen Loh’s time includes over 125 combat flight hours in the F-16C. He has flown the F-16 , B-2, C-17, C-130, KC-46, KC-135, Boeing 727, 737, 747, and 777 and T-37, T-38 and T-38 aircraft.

“I look forward to the opportunity to help Butler National Corporation grow and share my unique experiences. I believe it is an exciting time to join the Butler team, and I am excited to contribute in the aviation segment, an area that I have great passion,” commented Lt. Gen. Loh.

Mr. Aric Peters, VP and Director of Sales, added, “I look forward to working with Lt. Gen. Loh to expand sales opportunities, particularly with Special Mission Modifications.”

“I am very appreciative of the contributions Aric has made both as a Board member and as VP and Director of Sales for the Corporation. I know the Board will continue to appreciate his input for the growing Aviation Segment. The opportunity to acquire truly knowledgeable and experienced people like Lt. Gen Loh for a Board position is extremely rare. I am very excited about the potential contributions of retired Lt. Gen Loh with his knowledge, experience and contacts. I am also appreciative of the pilot perspective he shares,” added Mr. Reedy.

More About Butler National Corporation

Butler National Corporation, a 50-year old public stock company, operates in the Aerospace and Professional Services business segments. The Aerospace Products segment includes the manufacture, sale and service of electronic equipment and modifications to aircraft structures and electrical systems to support special mission and commercial aviation operations. Additionally, we operate two Federal Aviation Administration ("FAA") Repair Stations. Butler National companies, Avcon Industries, Inc. and Butler Avionics, Inc. concentrate on enhancements to Learjet, Beechcraft King Air, Cessna Caravan, Gulfstream, and other turbine powered aircraft. Butler National-Tempe designs and manufactures robust electronic controls and cabling.

The Professional Services segment includes the management of a gaming and the related dining and entertainment facility in Dodge City, Kansas. Boot Hill Casino and Resort features approximately 500 slot machines, 16 table games and a DraftKings branded sportsbook.

See our website: www.butlernational.com

# # #

For investor information, contact:

David Drewitz, Investor Relations

david@creativeoptionscommunications.com

972-814-5723

Or email:

Mackenzie Giller, Operations

Butler National Corporation

mgiller@butlernational.com

Document And Entity Information	Aug. 05, 2024
Document Information [Line Items]
Entity, Registrant Name	BUTLER NATIONAL CORPORATION
Document, Type	8-K
Document, Period End Date	Aug. 05, 2024
Entity, Incorporation, State or Country Code	KS
Entity, File Number	0-1678
Entity, Tax Identification Number	41-0834293
Entity, Address, Address Line One	One Aero Plaza
Entity, Address, City or Town	New Century
Entity, Address, State or Province	KS
Entity, Address, Postal Zip Code	66031
City Area Code	913
Local Phone Number	780-9595
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000015847