UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report: May 28, 2015

 

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

773 San Marin Drive, Suite 2215
Novato, California 94998

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (415) 408-4700

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 28, 2015, Willis Lease Finance Corporation (the “Company”) held its Annual Stockholders’ Meeting (the “Annual Meeting”). At the close of business on April 1, 2015, the voting record date, there were 8,309,373 common shares outstanding and entitled to vote. At the Annual Meeting, 7,703,748 or 92.71%, of the outstanding common shares entitled to vote were represented by proxy or in person.

 

Proposal 1: Election of Directors. The stockholders elected two Class II Directors for a three-year term expiring at the 2018 Annual Meeting of Stockholders. The voting results were as follows:

 

Number of Votes Cast:

 

		For		Withheld		Broker Non-Votes
Robert J. Keady		6,069,121		154,609		1,480,018
Austin C. Willis		4,056,370		2,167,360		1,480,018

 

The other directors whose term of office continued after the Annual Meeting were Charles F. Willis, IV, Hans Joerg Hunziker and Robert T. Morris.

 

Proposal 2: Amending and Restating the 2007 Incentive Stock Plan. The stockholders approved the amendment and restatement of the 2007 incentive stock plan. The voting results were as follows:

 

Number of Votes Cast:

 

For		Against		Abstain		Broker Non-Votes
4,142,550		2,055,804		25,376		1,480,018

 

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the year 2015. The voting results were as follows:

 

Number of Votes Cast:

 

For		Against		Abstain		Broker Non-Votes
7,586,694		14,834		102,220		0

 

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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 its undersigned duly authorized representative.

 

Dated June 11, 2015

 

 

	WILLIS LEASE FINANCE CORPORATION
	By:	/s/ Bradley S. Forsyth
	Bradley S. Forsyth
	Senior Vice President and
	Chief Financial Officer

 

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