Willis Lease Finance (WLFC) Proxy filing summary

Executive summary

• Special meeting set for Dec. 15, 2026, to vote on statutory conversion from Delaware to Nevada and a conditional adjournment proposal; both require stockholder approval.

• The Board unanimously recommends both proposals, citing Nevada law’s predictability, reduced litigation risk, and expected franchise-tax savings.

• Conversion is conditional on approval and required filings; the Board may delay or abandon it before the effective time.

Voting matters and shareholder proposals

• Record date is Nov. 2, 2026; a majority of outstanding common shares must be represented for a quorum. Each share has one vote.

• Nevada conversion requires approval by a majority of outstanding common shares; abstentions have the same effect as votes against.

• Adjournment requires a majority of shares voting at the meeting; abstentions have no effect. If approved, additional proxies may be solicited before a later session.

• Proposals for the 2027 annual meeting under Rule 14a-8 are due by Dec. 25, 2026; other nominations and proposals are generally due by Feb. 25, 2027.

Board of directors and corporate governance

• An independent special committee, formed Apr. 29, 2026, evaluated Delaware, Nevada, and Texas law, retained jurisdiction-specific counsel, and unanimously recommended Nevada conversion on July 31.

• The Board unanimously approved the recommendation Aug. 7 and the conversion documents Oct. 26, 2026; current directors, classes, terms, officers, and committees continue after conversion.

• Nevada articles retain a classified three-class board; director removal requires cause and at least two-thirds of voting power, versus a majority under the current charter.

• Proposed bylaws allow stockholder action by written consent with at least a majority of voting power; the current charter prohibits such action, except for preferred-stock rights.