UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF EXEMPT SOLICITATION
Submitted Pursuant to Rule 14a-6(g)
(Amendment No. )
| 1. | Name of the Registrant: |
Willis Lease Finance Corporation
| 2. | Name of Person Relying on Exemption: |
Four Tree Island Advisory LLC
| 3. | Address of Person Relying on Exemption: |
126 Daniel Street, Suite 120
Portsmouth, New Hampshire 03801
| 4. | Written Materials. The following written materials are attached: |
Press Release, dated June 1, 2026.
* * *
Written material is submitted
pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority to vote any
proxy. Four Tree Island Advisory LLC is not asking for your proxy card and will not accept proxy cards if sent. The cost of this filing
is being borne entirely by Four Tree Island Advisory LLC and its affiliates.
PLEASE NOTE: Four Tree
Island Advisory LLC is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.
(Written material follows
on next page)
Four Tree Island Advisory Highlights Overwhelming
Stockholder Rejection of Willis Lease Finance’s Governance and Compensation Practices at 2026 Annual Meeting
Notes that Over 92% of Unaffiliated Stockholders
Opposed WLFC’s Executive Compensation and Nearly 84% Opposed Re-Election of Stephen Jones
Calls on Stockholders to Continue Opposing
Charter Amendment Proposal that would Triple Authorized Share Count at Reconvened Annual Meeting
PORTSMOUTH, N.H., June 01, 2026 (GLOBE NEWSWIRE)
-- Four Tree Island Advisory LLC (“Four Tree Island Advisory” or “we”), a top-10 stockholder of Willis Lease Finance
Corporation (NASDAQ:WLFC) (“WLFC” or the “Company”) based on public information, today commented on the decisive
rebuke to the Company’s Board of Directors and management team delivered by stockholders at the Company’s 2026 Annual Meeting
of Stockholders (the “Annual Meeting”).
Based on the voting results from the Annual
Meeting disclosed by the Company, nearly 84% of unaffiliated stockholders opposed the re-election of director Stephen Jones, demonstrating
a profound lack of confidence in the Company’s governance and oversight. Furthermore, over 92% of unaffiliated stockholders voted
AGAINST the Company’s executive compensation program, underscoring widespread dissatisfaction with WLFC’s pay practices.1
WLFC also failed to secure sufficient stockholder
support for its proposal to triple the Company’s authorized share count. Rather than accept this outcome, the Company adjourned
the Annual Meeting and announced its intention to solicit additional votes in an effort to pass the proposal. A subsequent vote has been
scheduled for a reconvened Annual Meeting on June 23, 2026.
Four Tree Island Advisory believes these results
reflect a clear and unambiguous message from minority stockholders: fundamental changes are required at the Company.
In our view, stockholders have spoken decisively
against entrenched governance practices, excessive compensation and value destructive capital allocation decisions. We believe it is incumbent
upon the Board, particularly its independent directors, to respect this mandate rather than attempt to override it through continued solicitation
efforts.
Four Tree Island Advisory is urging stockholders
to continue to vote AGAINST the proposed increase in authorized shares unless and until the Company implements three critical
governance and capital discipline measures:
| • | The cancellation and rescission of the 300,000-share option grant awarded to Executive Chairman Charles Willis in November 2025. |
| • | The sale of the Company’s luxury superyacht and the sale of one of the Company’s two corporate
aircraft, accompanied by a binding commitment not to acquire similar assets in the future. For point of reference, no company in WLFC’s
broader peer group (FTAI, AerCap and Air Lease which are 19x, 16x and 5x (at its recent acquisition price) WLFC’s market capitalization,
respectively) has more than one corporate aircraft and none has a corporate luxury yacht. |
1 Calculated based on 7,604,821 shares outstanding less 3,768,660 shares owned by the Company’s directors & executive officers as disclosed in the Company’s proxy statement (4,128,608 reported beneficial ownership for directors & executive officers less unexercised options and performance-based awards), and assumes that the Company’s directors & executive officers voted in favor of the proposals.
| • | A formal agreement that no member of the Willis family will receive any further equity compensation for
a minimum of ten years. |
Four Tree Island Advisory further calls on
the Board – especially those designated as independent – to take immediate action to address what it believes can only be
described as an egregious compensation and perquisite culture that is plaguing the Company.
We believe that continuing to ignore the will
of minority stockholders and the Board’s fiduciary responsibilities risks further erosion of trust and value. We encourage all stockholders
to remain engaged and to hold the Board accountable in the coming weeks and beyond subject to fundamental, positive change.
THIS COMMUNICATION IS NOT A SOLICITATION OF
AUTHORITY TO VOTE YOUR PROXY AND DOES NOT REQUEST OR SEEK THE POWER TO ACT AS A PROXY FOR ANY STOCKHOLDER. DO NOT SEND US YOUR PROXY CARD.
FOUR TREE ISLAND ADVISORY IS NOT ASKING FOR YOUR PROXY CARD AND WILL NOT ACCEPT PROXY CARDS IF SENT. FOUR TREE ISLAND ADVISORY IS NOT
ABLE TO VOTE YOUR PROXY, NOR DOES THIS COMMUNICATION CONTEMPLATE SUCH AN EVENT.
Contact
Four Tree Island Advisory LLC
info@fourtreeislandadvisory.com
(603) 427-8053
