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$WLFC·8-K

WILLIS LEASE FINANCE CORP · May 27, 5:14 PM ET

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WILLIS LEASE FINANCE CORP 8-K

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Willis Lease Finance Corp Adjourns Vote on 3-for-1 Stock Split

What Happened Willis Lease Finance Corporation filed an 8-K reporting results of its 2026 Annual Meeting held May 26, 2026 and adjourned a stockholder vote on a proposed three‑for‑one forward stock split (and related increase in authorized shares) to permit additional solicitation of votes. At the record date (close of business April 6, 2026) there were 7,604,821 shares outstanding; 7,014,117 shares (92.23%) were represented at the meeting. The reconvened meeting is scheduled for Tuesday, June 23, 2026 at 10:00 A.M. ET (virtual webcast).

Key Details

  • Proposal 2 (amend certificate to effect a 3-for-1 forward split and increase authorized shares) was adjourned; approval requires ≥80% of outstanding shares voting together as a single class.
  • Valid proxies submitted for Proposal 2 before May 26 remain valid for the June 23 reconvened meeting unless changed or revoked.
  • Proposal voting highlights:
    • Director election (Class I, term to 2029): Stephen Jones elected — For 4,234,457; Abstain 2,440,648; Broker Non‑Votes 339,012 (Against: not applicable).
    • Advisory vote on executive compensation: For 3,989,151; Against 2,671,326; Abstain 14,628; Broker Non‑Votes 339,012.
    • Ratification of Grant Thornton LLP as auditor for FY2026: For 6,987,595; Against 23,144; Abstain 3,378.
    • Approval to adjourn the meeting (if needed to solicit votes on Proposal 2): For 5,475,476; Against 1,193,635; Abstain 5,994; Broker Non‑Votes 339,012.

Why It Matters The company’s proposed 3‑for‑1 stock split and increase in authorized shares requires an unusually high 80% shareholder approval, and the adjournment shows the company needs more time to gather sufficient votes. Investors holding WLFC shares should note the June 23 reconvened meeting date and that previously submitted proxies remain valid unless changed. Other governance matters were decided: a director was elected and Grant Thornton was ratified as auditor, and shareholders provided an advisory approval of executive compensation—each of which affects company governance and oversight.

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