UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders
As previously disclosed, on May 26, 2026, Willis Lease Finance Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (as adjourned and reconvened from time to time, the “Annual Meeting”). On May 26, 2026, the Company’s stockholders approved each of the proposals to be considered at the Annual Meeting except for the proposed stockholder approval to amend the Company’s certificate of incorporation (the “Amendment”) to effect a three-for-one forward stock split (the “Stock Split”) and increase the number of authorized shares of common stock, $0.01 par value (the “Common Stock”), and preferred stock, $0.01 par value (“Proposal 2”). The Annual Meeting was adjourned to Tuesday, June 23, 2026, at 10:00 A.M. Eastern Time with respect to Proposal 2 to permit additional time to solicit stockholder votes.
On Tuesday, June 23, 2026, the Company reconvened the Annual Meeting. At the reconvened Annual Meeting, 7,345,515 shares, or 96.59%, of the outstanding Common Stock entitled to vote were represented by proxy or in person.
Proposal 2: Approval of Amendment to Company’s Certificate of Incorporation. The stockholders approved Proposal 2 with respect to the Amendment and the Stock Split. The voting results were as follows:
Number of Votes Cast:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 6,151,386 | 1,187,377 | 6,752 | 0 |
Item 8.01 Other Events.
As previously disclosed, the Company’s Board of Directors (the “Board”) approved the Stock Split, to be effected through the filing of the Amendment with the Secretary of State of the State of Delaware. On June 23, 2026, the stockholders of the Company approved the Amendment, subject to the Board’s determination of the exact timing of the effectiveness of the Amendment and, thereby, the Stock Split.
On June 23, 2026, the Board determined that each outstanding share of Common Stock held by a shareholder of record as of the close of trading on July 6, 2026 (the “Record Date”) will, automatically and without any further action by the Company or of its stockholders, be subdivided and reclassified into three validly issued, fully paid and non-assessable shares of Common Stock upon the effectiveness of the Amendment. Subject to final approval by Nasdaq, trading of the Common Stock is expected to begin on a split-adjusted basis at market open on July 20, 2026.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding prospects or future results of operations or financial position, made in this proxy statement are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, market conditions and demand, risks associated with owning and leasing jet engines and aircraft competitive factors, changes in business strategy or development plans, and general economic and business conditions.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | News Release issued by Willis Lease Finance Corporation dated June 23, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer.
Dated: June 23, 2026
| WILLIS LEASE FINANCE CORPORATION | ||
| By: | /s/ Scott B. Flaherty | |
| Name: Scott B. Flaherty | ||
| Title: Executive Vice President and Chief Financial Officer | ||