Willis Lease holders back key items, delay stock split vote

Willis Lease Finance Corporation reported results from its 2026 Annual Meeting of Stockholders and adjourned one key item.

Rhea-AI Filing Summary

Willis Lease Finance Corporation reported results from its 2026 Annual Meeting of Stockholders and adjourned one key item. Shareholders holding 7,014,117 shares, or 92.23% of the 7,604,821 shares outstanding as of April 6, 2026, were represented.

Stockholders elected Stephen Jones as a Class I director, approved the advisory vote on executive compensation, and ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2026. They also approved the option to adjourn the meeting to solicit more votes on a proposal for a three-for-one forward stock split and related increases in authorized common and preferred shares.

The meeting was adjourned with respect to this stock split proposal and will reconvene virtually on June 23, 2026, with the same April 6, 2026 record date and previously submitted proxies remaining valid unless changed.

Insights

Corporate governance analyst

Routine annual meeting; key stock split proposal still pending.

Willis Lease Finance Corporation completed standard annual meeting business with high turnout, electing one director, approving say-on-pay, and ratifying Grant Thornton LLP as auditor. These items are typical and do not substantially alter the company’s risk profile.

The notable element is Proposal 2, a three-for-one forward stock split tied to increases in authorized common and preferred shares. Because approval requires at least 80% of outstanding voting stock, the company used stockholder-approved authority to adjourn and reconvene the meeting.

The reconvened session on June 23, 2026 will again consider Proposal 2 using the same April 6, 2026 record date, with previously submitted proxies still valid unless changed. Actual outcomes for the split and share authorization will depend on final voting results disclosed in subsequent company communications.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 7,604,821 shares Shares represented at meeting: 7,014,117 shares (92.23%) Approval threshold for Proposal 2: 80% of outstanding voting shares +3 more

6 metrics

Shares outstanding 7,604,821 shares Common stock entitled to vote as of April 6, 2026

Shares represented at meeting 7,014,117 shares (92.23%) Common stock represented in person or by proxy at 2026 annual meeting

Approval threshold for Proposal 2 80% of outstanding voting shares Required affirmative vote of capital stock entitled to vote in director elections

Say-on-pay support 3,989,151 for vs. 2,671,326 against Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification vote 6,987,595 for, 23,144 against Ratification of Grant Thornton LLP for year ending December 31, 2026

Adjournment approval 5,475,476 for, 1,193,635 against Vote on Proposal 5 to adjourn meeting for further proxy solicitation on Proposal 2

Key Terms

three-for-one forward stock split, advisory vote, broker non-votes, independent registered public accounting firm, +1 more

5 terms

three-for-one forward stock split financial

"to amend the Company’s certificate of incorporation to effect a three-for-one forward stock split and increase the number of authorized shares"

advisory vote financial

"The stockholders cast an advisory vote approving the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

broker non-votes financial

"The voting results were as follows Number of Votes Cast"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratifying the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

forward-looking statements regulatory

"Statements in this on include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Willis Lease Finance (WLFC) stockholders approve at the 2026 annual meeting?

Stockholders approved the election of Stephen Jones as a Class I director, an advisory vote on executive compensation, and ratification of Grant Thornton LLP as independent auditor for the year ending December 31, 2026, along with approval to adjourn the meeting regarding Proposal 2.

What is Proposal 2 in Willis Lease Finance (WLFC)’s 2026 annual meeting?

Proposal 2 seeks stockholder approval to amend the certificate of incorporation to effect a three-for-one forward stock split and increase authorized common and preferred shares. It requires at least 80% of outstanding voting capital stock and remains pending after the initial annual meeting session.

Why was the Willis Lease Finance (WLFC) 2026 annual meeting adjourned?

The meeting was adjourned only for Proposal 2 to allow more time to solicit votes for the three-for-one forward stock split and related share authorization increases. Stockholders had already approved the adjournment authority in Proposal 5 before this decision was implemented by the board.

When will Willis Lease Finance (WLFC) reconvene its 2026 annual meeting for Proposal 2?

The annual meeting will reconvene on June 23, 2026, at 10:00 a.m. Eastern Time as a virtual meeting via live webcast. The record date remains April 6, 2026, and previously submitted proxies for Proposal 2 stay valid unless changed or revoked by stockholders.

What was shareholder turnout at Willis Lease Finance (WLFC)’s 2026 annual meeting?

At the annual meeting, 7,014,117 shares of common stock were represented in person or by proxy, equal to 92.23% of the 7,604,821 shares outstanding and entitled to vote as of April 6, 2026, indicating very strong participation in the voting process.

How did Willis Lease Finance (WLFC) stockholders vote on executive compensation in 2026?

Stockholders cast an advisory vote approving named executive officer compensation, with 3,989,151 votes for, 2,671,326 against, and 14,628 abstentions, plus 339,012 broker non-votes. This non-binding vote reflects general support for the pay program described in the April 24, 2026 proxy statement.

Which auditor did Willis Lease Finance (WLFC) stockholders ratify for 2026?

Stockholders ratified Grant Thornton LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was strongly favorable, with 6,987,595 shares for, 23,144 against, and 3,378 abstaining, and no broker non-votes reported on this item.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 05:14 PM Learn about SEC filing dates

WILLIS LEASE FINANCE CORP false 0001018164 0001018164 2026-05-26 2026-05-26

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): May 26, 2026

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15369		68-0070656
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

4700 Lyons Technology Parkway

Coconut Creek, FL 33073

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 349-9989

Not Applicable

(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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		Name of exchange on which registered
Common Stock, $0.01 par value per share		WLFC		Nasdaq Global Market

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 5.07 Submission of Matters to a Vote of Security Holders

On May 26, 2026, Willis Lease Finance Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (as adjourned and reconvened from time to time, the “Annual Meeting”). At the close of business on April 6, 2026, the voting record date, there were 7,604,821 shares of the Company’s common stock, $0.01 par value (the “Common Stock”), issued and outstanding and entitled to vote. At the Annual Meeting, 7,014,117 shares, or 92.23%, of the outstanding Common Stock entitled to vote were represented by proxy or in person. The proposals presented at the Annual Meeting are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 24, 2026 (as amended and supplemented from time to time, the “Proxy Statement”).

Each of Proposals 1, 3, 4, and 5 were approved by the stockholders. Proposal 2 refers to the proposed stockholder approval to amend the Company’s certificate of incorporation to effect a three-for-one forward stock split and increase the number of authorized shares of Common Stock and preferred stock, $0.01 par value. In accordance with stockholder approval of Proposal 5, the Annual Meeting was adjourned with respect to Proposal 2 to permit additional time to solicit stockholder votes. The affirmative vote of the holders, voting together as a single class, of not less than eighty percent (80%) of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors is required for the approval of Proposal 2.

The Annual Meeting will reconvene on Tuesday, June 23, 2026, at 10:00 A.M. eastern time. The reconvened Annual Meeting will be held virtually via live webcast. Stockholders who have not yet registered to attend the Annual Meeting may do so prior to the reconvened Annual Meeting at www.proxydocs.com/WLFC. The record date for determining stockholders eligible to vote at the Annual Meeting will remain the close of business on April 6, 2026. Valid proxies submitted prior to the Annual Meeting on May 26, 2026 with respect to Proposal 2 will continue to be valid for the reconvened Annual Meeting on June 23, 2026, unless properly changed or revoked prior to being exercised at the reconvened Annual Meeting on June 23, 2026. The Company’s stockholders who have not already voted or wish to change their vote on Proposal 2 may do so by following the instructions provided in the voting instruction form or proxy card accompanying the Proxy Statement.

Proposal 1: Election of Directors. The stockholders elected one Class I Director for a three-year term expiring at the 2029 Annual Meeting of Stockholders. The voting results were as follows:

Number of Votes Cast:

		For		Against		Abstain		Broker Non-Votes
Stephen Jones		4,234,457		not applicable		2,440,648		339,012

The other directors whose term of office continued after the Annual Meeting were Colm Barrington, Austin C. Willis, Brendan J. Curran and Charles F. Willis IV.

Proposal 3: Advisory Vote on Approval of Executive Compensation. The stockholders cast an advisory vote approving the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement dated April 24, 2026. The voting results were as follows:

Number of Votes Cast:

For		Against		Abstain		Broker Non-Votes
3,989,151		2,671,326		14,628		339,012

Proposal 4: Advisory Vote on the Appointment of Grant Thornton LLP. The stockholders cast an advisory vote ratifying the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026. The voting results were as follows:

Number of Votes Cast:

For		Against		Abstain		Broker Non-Votes
6,987,595		23,144		3,378		0

Proposal 5: Approval of Adjournment of the Annual Meeting. The stockholders approved the adjournment of the Annual Meeting if necessary or appropriate in the view of the Board of Directors to permit further solicitation and voting of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 2. The voting results were as follows:

Number of Votes Cast:

For		Against		Abstain		Broker Non-Votes
5,475,476		1,193,635		5,994		339,012

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding prospects or future results of operations or financial position, made in this proxy statement are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, market conditions and demand, risks associated with owning and leasing jet engines and aircraft competitive factors, changes in business strategy or development plans, and general economic and business conditions.

SIGNATURES

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 duly authorized officer.

Dated: May 27, 2026

WILLIS LEASE FINANCE CORPORATION
By:		/s/ Scott B. Flaherty
		Name: Scott B. Flaherty
		Title: Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB