WILLIS LEASE FINANCE CORP
For the period ended Dec 15, 2026. Filed Nov 5, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 15, 2026 · Filed Nov 5, 2026
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DEF 14A 1 d349710ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Willis Lease Finance Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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EXECUTIVE CHAIRMAN’S LETTER TO OUR STOCKHOLDERS
Dear Fellow Stockholders,
On behalf of the Board of Directors, I am pleased to invite you to attend our special meeting of stockholders of Willis Lease Finance Corporation, which will be held virtually on December 15, 2026.
At the meeting, you will be asked to consider and vote upon a proposal to approve the reincorporation of our Company from the State of Delaware to the State of Nevada by statutory conversion. We believe that Nevada’s corporate law framework provides a supportive, predictable environment that is in the best interests of the Company and its stockholders. The proposal to reincorporate to Nevada was recommended following a rigorous and thoughtful analysis by our Board of Directors acting on a recommendation of a special committee composed of independent directors.
The formal Notice of Special Meeting and Proxy Statement for this meeting are enclosed with this letter. These materials contain important information about the proposal to be considered at the special meeting, including who is entitled to vote and the different methods you may use to vote. We encourage you to read them carefully.
Your vote is important to us. Whether or not you plan to attend the virtual special meeting, please vote your shares by one of the methods described in the enclosed materials to ensure that your shares are represented and voted in accordance with your wishes.
The Board values your continued engagement and thanks you for your continued investment in and support of Willis Lease.
Sincerely,
Charles F. Willis, IV
Executive Chairman of Willis Lease Finance Corporation
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Willis Lease Finance Corporation4700 Lyons Technology ParkwayCoconut Creek, Florida 33073
Dear Stockholder:
You are cordially invited to attend a Special Meeting of stockholders of Willis Lease Finance Corporation (as may be adjourned or postponed, the “Special Meeting”) which will be held virtually via live webcast at 10:00 a.m., Eastern Time, on December 15, 2026.
The platform for the virtual Special Meeting includes functionality that affords validated stockholders the same meeting participation rights and opportunities they would have at anin-person meeting. Instructions to access and log in to the virtual Special Meeting are provided below and, once admitted, stockholders may view reference materials and vote their shares by following the instructions that will be available on the Special Meeting website.
Stockholders will be asked to approve:
| • | the reincorporation of Willis Lease Finance Corporation to the State of Nevada by statutory conversion, as described in greater detail in this Proxy Statement. The Board of Directors recommends that you vote FOR this proposal (the “Nevada Reincorporation Proposal”); and |
| • | the adjournment of the Special Meeting if necessary or appropriate to permit further solicitation and voting of proxies if there are insufficient votes at the time of the Special Meeting to approve the Nevada Reincorporation Proposal. The Board of Directors recommends that you vote FOR this adjournment proposal (the “Adjournment Proposal” and, together with the Nevada Reincorporation Proposal, each a “Proposal” and collectively, the “Proposals”). |
The Board of Directors of Willis Lease Finance Corporation has fixed the close of business on November 2, 2026, as the record date for determining those stockholders who will be entitled to notice of and to vote at the meeting (the “Record Date”). The stock transfer books will not be closed between the Record Date and the date of the meeting. A quorum comprising the holders of the majority of the outstanding shares of our common stock on the Record Date must be present or represented for the transaction of business at the Special Meeting. Accordingly, it is important that your shares be represented at the meeting.
Access and Log in Instructions for Virtual Special Meeting
Register prior to the Special Meeting at www.proxydocs.com/WLFC using your unique 12-digit or 16-digit control number included on your proxy card or on the instructions that accompany your proxy materials. You will be able to attend the Special Meeting by following the instructions that will be emailed to you upon completion of such registration. Online access to the Special Meeting will open at 9:45 a.m., Eastern Time, to allow time for you to log in prior to the start of the live webcast of the Special Meeting at 10:00 a.m., Eastern Time.
How Beneficial Owners May Participate in the Virtual Special Meeting
If your shares are registered in the name of your bank, broker or other nominee, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner, to vote or ask questions at the virtual Special Meeting, you must first obtain a valid legal proxy from your bank, broker or other nominee and then register in advance to attend the Special Meeting. Follow the instructions from your bank, broker or other nominee included with the proxy materials that you are provided, or contact your bank, broker or other nominee to request a legal proxy form.
WLFC Proxy Statement 2
After obtaining a valid legal proxy from your bank, broker or other nominee, to register to vote or ask questions at the virtual Special Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to DSMSupport@BetaNXT.com.
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on December 14, 2026. You will receive a confirmation of your registration by email after we receive your required registration materials.
Voting Methods
BEFORE the Special Meeting:
Vote by Internet: Go to www.proxypush.com/WLFC until 10:00 a.m. Eastern Time on December 15, 2026.
Vote by Phone: Call toll-free 1-866-994-5580 until 10:00 a.m. Eastern Time on December 15, 2026.
Vote by Mail: Complete, sign and date the proxy card/voting instruction card and return it promptly in the postage-paid envelope that is enclosed with your proxy materials.
DURING the Special Meeting:
Vote by Internet: Go to www.proxypush.com/WLFC and vote during the Special Meeting by entering the 12-digit or 16-digit control number included in your proxy materials and following the instructions on the Special Meeting website.
It remains very important that your shares are represented and voted at the Special Meeting. Therefore, we strongly encourage you to vote in advance of the Special Meeting. You may revoke your proxy at any time prior to the time it is voted at the Special Meeting. Returning the proxy card does not deprive you of your right to virtually attend the meeting and to vote your shares at the virtual Special Meeting.
Proxy materials were mailed to you on or about November 6, 2026. Please read the proxy materials carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented.
By Order of the Board of Directors,
Z. Clifton Dameron IV
Senior Vice President,
General Counsel and
Corporate Secretary
November 5, 2026
WLFC Proxy Statement 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.