0001104659-19-032022.txt : 20190528 0001104659-19-032022.hdr.sgml : 20190528 20190528154702 ACCESSION NUMBER: 0001104659-19-032022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190523 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190528 DATE AS OF CHANGE: 20190528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS LEASE FINANCE CORP CENTRAL INDEX KEY: 0001018164 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 680070656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15369 FILM NUMBER: 19857533 BUSINESS ADDRESS: STREET 1: 4700 LYONS TECHNOLOGY PARKWAY CITY: COCONUT CREEK STATE: FL ZIP: 33073 BUSINESS PHONE: 4154084700 MAIL ADDRESS: STREET 1: 4700 LYONS TECHNOLOGY PARKWAY CITY: COCONUT CREEK STATE: FL ZIP: 33073 8-K 1 a19-10668_18k.htm 8-K

 

 

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 (Date of earliest event reported): May 23, 2019

 

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-15369

 

68-0070656

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(I.R.S. Employer
Identification Number)

 

4700 Lyons Technology Parkway

Coconut Creek, FL 33076

(Address of Principal Executive Offices) (Zip Code)

 

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

 

Not Applicable

(Former name or former address, if changed since last report)

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol

 

Name of exchange on which registered

Common stock, $0.01par value per share

 

WLFC

 

NASDAQ

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 23, 2019, Willis Lease Finance Corporation (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on April 2, 2019, the voting record date, there were 6,352,688 common shares issued and outstanding and entitled to vote. At the Annual Meeting, 5,853,048 shares, or 92.13%, 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 III Directors, each for a three-year term expiring at the 2022 Annual Meeting of Stockholders. The voting results were as follows:

 

Number of Votes Cast:

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

Charles F. Willis IV

 

3,529,642

 

1,601,231

 

722,175

 

Hans Joerg Hunziker

 

3,632,386

 

1,498,487

 

722,175

 

 

The other directors whose term of office continued after the Annual Meeting were Austin C. Willis, Robert T. Morris and Robert J. Keady.

 

Proposal 2: 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 2019. The voting results were as follows:

 

Number of Votes Cast:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

5,785,551

 

66,525

 

972

 

0

 

 

Proposal 3: Adoption of a Majority Voting Standard for Director Elections. This proposal was not submitted to a vote at the Annual Meeting because the proponent failed to present the proposal at the meeting.

 

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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 officer.

 

Dated: May 28, 2019

 

 

 

WILLIS LEASE FINANCE CORPORATION

 

 

 

 

 

 

By:

/s/ Dean M. Poulakidas

 

Dean M. Poulakidas

 

Senior Vice President and General Counsel

 

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