Willis Lease Finance Corp

1. 1

   Election of one Class I Director

   ManagementBoard: FOR

   Elect Stephen Jones as Class I director to serve until the 2029 annual meeting.

2. 2

   Approval of an Amendment to the Company's Certificate of Incorporation to Effect a Forward Stock Split and Increase the Number of Authorized Shares of Common Stock and Preferred Stock

   ManagementBoard: FOR

   Approve an amendment to Article IV to effect a 3-for-1 forward stock split, increase authorized common shares from 20,000,000 to 60,000,000 and preferred shares from 5,000,000 to 15,000,000.

   More detail

   Proposal 2 requests stockholder approval to amend the Company’s Certificate of Incorporation to (i) implement a 3-for-1 forward stock split of the Common Stock and (ii) increase the number of authorized shares of Common Stock from 20,000,000 to 60,000,000 and authorized Preferred Stock from 5,000,000 to 15,000,000. The Board adopted the Proposed Amendment on April 13, 2026 and states the primary purpose is to effect the Stock Split to make the stock more accessible by reducing the trading price per share. The Company notes that under the current authorized share limits, there are insufficient authorized common shares to implement the 3-for-1 split unless the authorized share count is increased proportionately, so the amendment also increases total authorized shares to 75,000,000. The amendment preserves the par value per share at $0.01 and provides for proportionate adjustments to outstanding equity awards and plan share pools so intrinsic values and plan availability are maintained. Approval requires an unusually high affirmative vote of 80% of outstanding common stock, reflecting provisions in the Certificate of Incorporation. The Board unanimously recommends a vote FOR the amendment, citing increased accessibility for investors and the mechanics required to effect the split; it also reserves discretion on timing and whether to file the Certificate of Amendment even if approved. If adopted, the Certificate of Amendment would be filed with the Delaware Secretary of State and the forward split would take effect upon filing at a time chosen by the Board.

3. 3

   Advisory vote on approval of executive compensation

   ManagementBoard: FOR

   A non-binding 'say-on-pay' advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement. Management frames this as an opportunity for shareholders to express their views on overall executive compensation philosophy and practice rather than on discrete items. The Board and Compensation Committee emphasize pay-for-performance alignment: a significant portion of NEO compensation is equity-based, with performance shares tied to ROE, net contribution margin, assets under management, services EBT, and an SAF investment decision; cash bonuses are tied to company performance with objective and subjective components; and changes in award timing were made in 2025 to align grants with the applicable performance year. The Compensation Committee considers previous advisory vote feedback and continues to engage with shareholders. The Board recommends a vote FOR this advisory resolution, and will consider any adverse vote in reviewing compensation practices, though the vote is non-binding.

4. 4

   Advisory vote on the appointment of Grant Thornton LLP

   ManagementBoard: FOR

   Ratify Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal 2026.

   More detail

   Proposal 4 requests an advisory ratification of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year 2026. The Audit Committee appointed Grant Thornton and believes it appropriate to seek shareholder ratification as a matter of good corporate practice. The filing discloses Grant Thornton's audit and non-audit fees for 2024 and 2025, and notes the Audit Committee pre-approves all services and has concluded Grant Thornton's independence is not impaired. The Board recommends a vote FOR ratification; if shareholders do not ratify, the Audit Committee will reconsider the appointment, and may retain Grant Thornton or another firm.

5. 5

   Approval of the adjournment of the Annual Meeting if necessary or appropriate to permit further solicitation and voting of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 2

   ManagementBoard: FOR

   If there are insufficient votes to approve Proposal 2 at the Annual Meeting, authorize adjournment to solicit additional proxies to obtain approval of Proposal 2.

   More detail

   Proposal 5 seeks shareholder approval to permit the Board to adjourn the Annual Meeting, if necessary or appropriate in the Board’s view, to allow further solicitation of proxies to obtain sufficient votes to approve Proposal 2 (the Certificate of Incorporation amendment). The Board argues adjournment is in the best interest of stockholders if votes are insufficient and would allow the Company to solicit additional support; approval would give the Board flexibility to postpone a vote on Proposal 2 while continuing solicitation and possibly reconvene without further notice for up to 30 days. The proposal is routine for enabling management flexibility in corporate governance, and the Board unanimously recommends a vote FOR the adjournment proposal.

Upcoming shareholder meetings at Willis Lease Finance Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Willis Lease Finance Corp 2026 annual meeting?

Willis Lease Finance Corp (WLFC) holds its 2026 annual shareholder meeting on Tuesday, May 26, 2026.

What is the record date for the Willis Lease Finance Corp 2026 meeting?

The record date for the Willis Lease Finance Corp 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Willis Lease Finance Corp's 2026 meeting?

The board is presenting 1 director nominee at the Willis Lease Finance Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Willis Lease Finance Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Willis Lease Finance Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.