Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Stockholders held by Willis Lease Finance Corporation on May 26, 2026. The meeting was adjourned and reconvened to allow additional time for soliciting votes on a specific proposal regarding a stock split.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
At the close of business on April 6, 2026, there were 7,604,821 shares of Common Stock outstanding. 92.23% of these shares were represented at the meeting. The following proposals were approved:
- Proposal 1 (Election of Directors): Stephen Jones was elected as a Class I Director for a three-year term. Other directors continuing their terms include Colm Barrington, Austin C. Willis, Brendan J. Curran, and Charles F. Willis IV.
- Proposal 3 (Executive Compensation): Stockholders approved the advisory vote on executive compensation.
- Proposal 4 (Auditor Ratification): Stockholders ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Proposal 5 (Adjournment): Stockholders approved the adjournment of the meeting to facilitate further voting on Proposal 2.
Proposal 2 (Stock Split): This proposal, which sought to amend the certificate of incorporation to effect a three-for-one forward stock split and increase authorized shares, was not approved at the May 26 meeting. It requires an affirmative vote of not less than 80% of outstanding shares entitled to vote.
Outlook and Management Commentary
The Annual Meeting will reconvene on Tuesday, June 23, 2026, at 10:00 A.M. eastern time to vote on Proposal 2. The meeting will be held virtually via live webcast. The record date remains April 6, 2026, and valid proxies submitted prior to May 26, 2026, remain valid for the reconvened meeting unless changed or revoked.
Management included a cautionary note regarding forward-looking statements, noting that actual results could differ materially due to market conditions, demand, risks associated with owning and leasing jet engines and aircraft, competitive factors, and general economic conditions.
Investor Verification Checklist
- Verify the outcome of the reconvened Annual Meeting on June 23, 2026, specifically regarding the approval of the three-for-one forward stock split (Proposal 2).
- Confirm the updated number of authorized shares of Common Stock and preferred stock following the potential stock split.
- Review the definitive proxy statement filed on April 24, 2026, for detailed disclosures on executive compensation and director biographies.
- Monitor the company's financial performance in subsequent filings (10-Q or 10-K) as this 8-K contains no financial data.