false 0000015847 0000015847 2025-04-11 2025-04-11

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) April 11, 2025

 

 

 

 

 

 

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):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

 

 

 

On April 11, 2025, the Board of Directors (the “Board”) of Butler National Corporation (the “Company”) was increased in size from 6 director positions to 7 and Julie M. Bowen was appointed to fill the newly created vacancy. The Board determined that Ms. Bowen qualifies as an “independent director” pursuant to the standards of the Nasdaq stock exchange and qualifies as an “audit committee financial expert” pursuant to Securities and Exchange Commission rules. Ms. Bowen was appointed to serve on the Company’s Audit Committee. Ms. Bowen joins the Board of Directors a Class II Director that is subject to re-election at the annual meeting of stockholders in 2026. Ms. Bowen’s role as a director and audit committee member requires completion of a satisfactory Kansas Racing and Gaming Commission background investigation.

 

Ms. Bowen, age 41, is a certified public accountant and has been the Chief Financial Officer at Legacy Infrastructure Group, a privately held construction company since 2022. Previously, Ms. Bowen was the Chief Financial Officer at Samson Dental Partners (2019-2020) and Bright Tiger Dental Management (2019-2021), each a dental support organization spanning dental practices across three states. From 2016 to 2019, Ms. Bowen was Chief Financial Officer for several entities within Tanner Consolidated Holdings, a privately held diversified holding company with investments in real estate, hospitality and food and beverage industries. From 2010 to 2016, Ms. Bowen simultaneously worked as controller at Ferrell Capital, Inc., a private family office, and Chief Compliance Officer of Samson Capital Management, an SEC registered investment advisor. From 2007 to 2010, Ms. Bowen was an Audit Senior Associate with KPMG. Ms. Bowen holds a B.S. degree in Business Administration and Accounting as well as a Master of Accountancy degrees, both from Kansas State University.

 

There is no arrangement or understanding between Ms. Bowen and any other persons pursuant to which Ms. Bowen was appointed to serve on the Board. Ms. Bowen 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.

 

As a non-executive director, Ms. Bowen will receive $10,000 in cash and $12,500 in Company common stock per quarter for service as a director. For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on September 16, 2024, in connection with its 2024 Annual Meeting of Stockholders.

 

The Company issued a press release announcing the appointment of Ms. Bowen to the Board on April 14, 2025, which is attached hereto as Exhibit 99.1.

 

 

 

 

 

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.