Willis Lease Finance Corp

1. 1

   Approval of the Reincorporation of the Company to the State of Nevada by Conversion and Adoption of the Reincorporation Resolutions

   ManagementBoard: FOR

   Approve the conversion of Willis Lease Finance Corporation from a Delaware corporation into a Nevada corporation, including approval of the Plan of Conversion, Nevada governing documents, and related Reincorporation Resolutions.

   More detail

   The proposal asks stockholders to approve the Company’s conversion from a Delaware corporation into a Nevada corporation under Delaware General Corporation Law Section 266 and Nevada Revised Statutes Section 92A.195. Approval also constitutes approval of the Plan of Conversion, adoption of the Board’s Reincorporation Resolutions, and approval of the proposed Nevada Articles, Nevada Bylaws, and Nevada Series A and Series B preferred-stock certificates of designation. The Company would retain its name, business, headquarters, management, employees, assets, liabilities, Nasdaq listing, and WLFC trading symbol. Each outstanding common and preferred share would convert automatically into one corresponding Nevada share, while equity awards and contractual arrangements would continue on substantially the same terms. Management emphasizes Nevada’s statute-based corporate-law framework, codified fiduciary-duty and business-judgment standards, and broader statutory protections for directors and officers. The Company also expects to avoid approximately $254,000 of annual Delaware franchise taxes, subject to Nevada’s stated fees and transaction costs. The proposal would alter stockholder rights in several respects, including forum selection, written-consent rights, inspection rights, director-removal standards, bylaw amendments, authorized capital, and business-combination protections. The Company acknowledges risks, including Nevada’s less extensive corporate-law precedent, possible investor criticism, transaction expenses, litigation, and potentially reduced stockholder remedies. A special committee of independent and disinterested directors evaluated Delaware, Texas, and Nevada and unanimously recommended the conversion, after which the Board unanimously approved it. The Board unanimously recommends that stockholders vote FOR the Nevada Reincorporation Proposal.

2. 2

   Approval of the Adjournment of the Special Meeting if Necessary or Appropriate to Permit Further Solicitation and Voting of Proxies

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting, if needed because there are insufficient votes to approve Proposal 1, so the Company can solicit and obtain additional proxies and votes.

   More detail

   The proposal asks stockholders to authorize adjournment of the Special Meeting if the Company lacks sufficient votes to approve the Nevada Reincorporation Proposal at the scheduled meeting time. An approved adjournment would give management additional time to solicit proxies and obtain votes supporting the reincorporation and the related Reincorporation Resolutions. The authority could be used even where proxies representing a sufficient number of votes against the reincorporation have been received. Management specifically notes that it may seek to persuade stockholders who previously voted against Proposal 1 to change their votes. The adjournment vote is separate from the Nevada Reincorporation vote, so stockholders may support one and oppose the other. If a quorum is present, approval requires a majority of the shares voting in person or by proxy at the Special Meeting. Abstentions have no effect on the outcome of this proposal, while broker non-votes are not applicable because the matter is non-routine. If approved, an adjourned meeting of 30 days or less with no new record date generally would require no separate notice beyond an announcement at the meeting. The Company argues that the additional solicitation opportunity is in stockholders’ best interests because it could help secure approval of the reincorporation if the initial vote is insufficient. The Board unanimously recommends that stockholders vote FOR the Adjournment Proposal.

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When is the Willis Lease Finance Corp 2026 special meeting?

Willis Lease Finance Corp (WLFC) holds its 2026 special shareholder meeting on Tuesday, December 15, 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, November 2, 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 5 director nominees 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 2 proposals at the Willis Lease Finance Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.