BUKS buys back and retires stock from resigning board members Clark and Craig Stewart. In total, they are buying back 5,889,669 shares at .739/share. I think thats about 7.8% of shares o/s.
On July 20, 2023, Mr. Clark D. Stewart and Mr. Craig D. Stewart tendered resignations as members of the board of the directors (the “Board”) of the Butler National Corporation (the “Company”). The resignations are not due to any disagreement with the Company related to the Company’s operations, policies or practices. Each resignation is contingent upon the payment of the Separation Benefit (described below) and is anticipated to be effective on July 28, 2023. Following the resignation of Clark Stewart and Craig Stewart, the size of the Board will be reduced from seven (7) directors to five (5) directors.
Clark Stewart and Craig Stewart each entered into a Separation and Mutual Release Agreement with the Company, each of the other directors, and with the Company’s executive officers dated July 20, 2023 (each individually an “Agreement,” and collectively the “Agreements”).
Pursuant to the Agreements, in consideration of a mutual general release of claims, Mr. Clark Stewart and Mr. Craig Stewart will each be paid a lump sum severance benefit, which will total $2,667,711 for Mr. Clark Stewart and $1,838,972 for Mr. Craig Stewart (each a “Separation Benefit”).
Clark Stewart has agreed to sell to the Company, and the Company has agreed to redeem, 3,956,267 shares of the Company’s common stock. Craig Stewart has agreed to sell to the Company, and the Company has agreed to redeem, 1,933,402 shares of the Company’s common stock. Both stock transactions are anticipated to close on or about July 28, 2023 and utilize a share price of 0.739 per share. The total value of the stock to be redeemed pursuant to the Agreements from Clark Stewart is $2,923,681 and from Craig Stewart is $1,428,784. These shares will be placed in treasury.