Willis Lease Finance (WLFC) Proxy filing summary

Executive summary

• Special meeting set for Dec. 15, 2026, to vote on reincorporation from Delaware to Nevada by statutory conversion; the Board recommends FOR both proposals.

• An independent special committee unanimously recommended conversion after reviewing Delaware, Nevada and Texas; the Board approved the proposal unanimously on Oct. 26, 2026.

• Stated benefits include greater legal predictability, reduced opportunistic-litigation risk and almost $254,000 in annual franchise-tax savings; 2025 Delaware taxes and fees were $255,490, versus projected Nevada fees of $1,725.

• Conversion is not expected to change headquarters, business, jobs, management or operations; Nasdaq listing under WLFC and SEC reporting continue, with no expected trading interruption.

Voting matters and shareholder proposals

• Record date is Nov. 2, 2026; 22,812,964 common shares were outstanding, with one vote per share and a quorum requiring a majority of outstanding shares.

• Reincorporation requires approval by a majority of outstanding shares; abstentions have the effect of votes against. Adjournment requires a majority of votes cast; abstentions have no effect.

• If votes are insufficient, the adjournment proposal would allow further proxy solicitation, including seeking support from holders who voted against reincorporation.

• Rule 14a-8 proposals for the 2027 annual meeting are due Dec. 25, 2026; other proposals or nominations are due Feb. 25, 2027, subject to meeting-date changes and bylaw requirements.

Board of directors and corporate governance

• A special committee of independent, disinterested directors could recommend remaining in Delaware or selecting another jurisdiction; it used independent counsel for Delaware, Texas and Nevada law.

• The Nevada charter retains a three-class board; current directors, committee memberships and officers continue after conversion, with existing classes and terms preserved.

• Nevada provisions require cause and a two-thirds vote to remove an incumbent director; stockholders cannot call special meetings, which may be called by the Board, chair, CEO or president.

• Nevada law provides a statutory business-judgment presumption and broader director and officer liability protections; disclosed interests include potentially greater protections for directors, officers and controlling stockholders.