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 22, 2020
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 33073
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (561) 349-9989
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of exchange on which registered | ||
Common Stock, $0.01 par value per share | WLFC | Nasdaq Global Market | ||
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 Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2020, the Board of Directors (the “Board”) of Willis Lease Finance Corporation (the “Company”), upon the recommendation of its independent members, nominated Rae Ann McKeating for election as a Class I director at the 2020 Annual Meeting of Stockholders to be held on July 21, 2020 (the “Annual Meeting”). Ms. McKeating would replace Robert T. Morris, who will not stand for re-election to the Board at the Annual Meeting. Mr. Morris will continue to serve as a director until the Annual Meeting.
Item 8.01. Other Events.
The Company hereby announces that its 2020 Annual Meeting of Stockholders has been scheduled to be held on July 21, 2020. In 2019, the Company’s Annual Meeting of Stockholders was held on May 23, 2019. Because the date of the 2020 Annual Meeting of Stockholders varies by more than 30 calendar days from the anniversary of the 2019 Annual Meeting of Stockholders, pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders are advised that, except as described below, the deadlines set forth under the caption “Stockholder Proposals” in the Company’s proxy statement for its 2019 Annual Meeting of Stockholders continue to apply. The Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act for inclusion in the Company’s proxy materials for the Annual Meeting. The new deadline for the submission of such stockholder proposals is the close of business on June 8, 2020.
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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 the undersigned duly authorized officer.
Dated: May 27, 2020
WILLIS LEASE FINANCE CORPORATION | ||
By: | /s/ Dean M. Poulakidas | |
Dean M. Poulakidas | ||
Senior Vice President and General Counsel | ||
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