Current Report · Items 5.07, 8.01, 9.01 · 8-K
Willis Lease Finance Corporation
WLFCNASDAQEQUITYCurrent
Submission of Matters to a Vote of Security Holders · Other Events
Item 5.07 Submission of Matters to a Vote of Security Holders As previously disclosed, 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”).…
Filed Jun 23, 2026Accepted Jun 23, 2026, 5:08 PM EDTCIK 1018164Accession 0001193125-26-279754
Company context
Willis Lease Finance Corporation (WLFC) leases large and regional spare commercial aircraft engines and aircraft to airlines, aircraft engine manufacturers and maintenance, repair and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Additionally, through Willis Engine Repair Center®, Jet Centre
Current securities
Disclosure sections
Items 5.07, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders
As previously disclosed, 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”). On May 26, 2026, the Company’s stockholders approved each of the proposals to be considered at the Annual Meeting except for the proposed stockholder approval to amend the Company’s certificate of incorporation (the “Amendment”) to effect a three-for-one forward stock split (the “Stock Split”) and increase the number of authorized shares of common stock, $0.01 par value (the “Common Stock”), and preferred stock, $0.01 par value (“Proposal 2”). The Annual Meeting was adjourned to Tuesday, June 23, 2026, at 10:00 A.M. Eastern Time with respect to Proposal 2 to permit additional time to solicit stockholder votes.
On Tuesday, June 23, 2026, the Company reconvened the Annual Meeting. At the reconvened Annual Meeting, 7,345,515 shares, or 96.59%, of the outstanding Common Stock entitled to vote were represented by proxy or in person.
Proposal 2: Approval of Amendment to Company’s Certificate of Incorporation. The stockholders approved Proposal 2 with respect to the Amendment and the Stock Split. The voting results were as follows:
Number of Votes Cast:
For Against Abstain Broker Non-Votes
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6,151,386 1,187,377 6,752 0
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
As previously disclosed, the Company’s Board of Directors (the “Board”) approved the Stock Split, to be effected through the filing of the Amendment with the Secretary of State of the State of Delaware. On June 23, 2026, the stockholders of the Company approved the Amendment, subject to the Board’s determination of the exact timing of the effectiveness of the Amendment and, thereby, the Stock Split.
On June 23, 2026, the Board determined that each outstanding share of Common Stock held by a shareholder of record as of the close of trading on July 6, 2026 (the “Record Date”) will, automatically and without any further action by the Company or of its stockholders, be subdivided and reclassified into three validly issued, fully paid and non-assessable shares of Common Stock upon the effectiveness of the Amendment. Subject to final approval by Nasdaq, trading of the Common Stock is expected to begin on a split-adjusted basis at market open on July 20, 2026.
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.
Filed exhibits (1)
EX-99.1 (by filename) d129925dex991.htmEX-99.1
2
d129925dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
NEWS RELEASE CONTACT: Scott B. Flaherty
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Executive Vice President & Chief Financial Officer
(561) 413-0112
Willis Lease Finance Corporation Shareholders Deliver Resounding Approval of 3-for-1 Stock Split and All 2026 Proxy Proposals
COCONUT CREEK,
FL, June 23, 2026 - Willis Lease Finance Corporation (NASDAQ: WLFC) (the “Company” or “WLFC”), the leading lessor of commercial aircraft engines and a global provider of aviation services,
announced today that its shareholders approved a three-for-one forward stock split of the Company’s common stock and a proportionate increase in the number of
authorized shares of common stock to accommodate the stock split. The split was also approved by the Company’s Board of Directors and will be effected through an amendment to the Company’s certificate of incorporation (the
“Amendment”).
“We are pleased that the 3-to-1 stock
split proposal has passed with overwhelming shareholder support, as we believe this action is in…
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