Name of Registrant: Willis Lease Finance Corporation
Name of persons relying on exemption: California Public Employees Retirement System (CalPERS)
Address of persons relying on exemption: 400 Q Street, Sacramento, CA 95811
Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the
terms of the Rule, but is made voluntarily in the interest of public disclosure and consideration of these important issues.
May 8, 2019
Dear Willis Lease Finance Corporation Shareowner:
Support Shareowner Proposal #3 Requesting Majority Vote
We urge shareowners to support proposal #3 at the company’s May 23, 2019 Annual General Meeting. As of record date April 2, 2019, CalPERS owned approximately 25,000
shares of Willis Lease Finance Corporation common stock. As a long-term shareowner of the company we ask that you support our non-binding shareowner proposal requesting the Board of Directors amend the company’s governing documents to allow for a
majority voting standard in director elections, while retaining a plurality vote standard for contested director elections.
Majority Vote for Director Elections is Becoming Widely Accepted
Plurality voting is rapidly being replaced with majority voting in uncontested director elections as a growing number of large companies have adopted it as a corporate
governance best practice. Approximately 92% of the companies in the S&P 500 and 47% of the companies in the Russell 3000 have adopted some form of majority voting – an indication of the current direction of good corporate governance.
A Plurality Vote Standard Disenfranchises Shareowners
CalPERS believes that a plurality voting standard effectively disenfranchises shareowners when directors run unopposed. Under the existing plurality standard,
uncontested director nominees can be elected with a single “For" vote, leaving votes “Withheld” with no legal effect whatsoever. While under the CalPERS majority vote request, director nominees would need to be elected by the affirmative vote of
a majority of shares represented and voting at a duly held meeting. Majority voting would give shareholders a meaningful voice in determining who will represent them on the board.
Governance Concerns at Willis Lease Finance Corporation
In addition to our request for majority vote for directors, we would like to highlight the
following governance concerns at the company:
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Non-responsiveness to CalPERS’ requests to engage the company regarding improving its board diversity. CalPERS’ multiple requests to engage the company starting in July 2017 and
throughout 2018 have been unanswered
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Classified Board Structure
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Combined Chairman & CEO
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Recently extended a poison pill without shareowner approval
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Compensation Concerns – CalPERS voted “against” the most recent (2017) Say-on-Pay proposal for failing to link pay with performance
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PLEASE NOTE: The cost of this solicitation is being borne entirely by CalPERS and is being done through the use of the mail and telephone communication. CalPERS is not asking
for your proxy card. Please do not send us your proxy card.
Based on the governance deficiencies and issues noted above, CalPERS will also be withholding vote from director nominees Charles Willis, IV and Hans Joerg Hunziker at
the May 23, 2019 Annual General Meeting.
Support Proposal #3 requesting Majority Vote for Director Elections
We believe a majority vote standard is essential to a sustainable system of governance that fosters director accountability and long-term value creation. Fully
accountable governance structures through the adoption of majority vote should be in place to offer shareowners a meaningful voice in the director election process. Please vote “FOR” shareowner proposal #3.
Should you have any questions please feel free to contact Todd Mattley, CalPERS Associate Investment Manager at Engagements@calpers.ca.gov or 916-795-0565.
Thank you for your support.
Sincerely,
Simiso Nzima
Investment Director, Global Equity
CalPERS Investment Office
PLEASE NOTE: The cost of this solicitation is being borne entirely by CalPERS and is being done through the use of the mail and telephone communication. CalPERS is not asking for
your proxy card. Please do not send us your proxy card.
CalPERS Public Employees’ Retirement System Shareowner Alert