---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-084740"
form_type: "8-K"
ticker: "WLFC"
cik: "0001018164"
company_name: "WILLIS LEASE FINANCE CORP"
filed_at: "2023-07-27T23:59:59+00:00"
generated_at: "2026-06-12T23:32:06.145093+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# WLFC shareholders elect Rae Ann McKeating, approve say-on-pay, incentive plan amendment, and auditor

## Summary
- Rae Ann McKeating elected Class I director with 3,884,169 votes for (1,521,996 against).
- Executive compensation advisory vote approved: 3,790,747 for, 1,606,472 against.
- Stockholders selected 3-year frequency for future say-on-pay votes: 4,094,654 for 3 years.
- 2021 Incentive Stock Plan amendment approved: 3,778,900 for; shares increased by 1.75M.
- Ratification of Grant Thornton as auditor for 2023: 5,951,763 for, 3,938 against.

## SEC filing metadata
- accession: 0001104659-23-084740
- form_type: 8-K
- ticker: WLFC
- cik: 0001018164
- company_name: WILLIS LEASE FINANCE CORP
- filed_at: 2023-07-27T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1018164/000110465923084740/0001104659-23-084740-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1018164/000110465923084740/tm2322272d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-084740
- JSON: https://secwatch.observer/filing/0001104659-23-084740.json
- Plain text: https://secwatch.observer/filing/0001104659-23-084740.txt

## Key facts
- Shareholder Votes
  WILLIS LEASE FINANCE CORP shareholders approved Approval of the Amendment and Restatement of the Company's 2021 Incentive Stock Plan at the 2023-07-25 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-07-25
  source text: Proposal 4: Approval of the Amendment and Restatement of the Company’s 2021 Incentive Stock Plan (the “Incentive Plan”). The stockholders approved the amendment and restatement of the Incentive Plan to (i) increase the number of authorized shares issuable thereunder by 1,750,000 shares, and (ii) extend the expiration date of the Incentive Plan by two years. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 3,778,900 1,620,714 7,897 555,751
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000110465923084740/0001104659-23-084740-index.htm
- Shareholder Votes
  WILLIS LEASE FINANCE CORP shareholders approved Advisory Vote on the Frequency of Future Advisory Voting on Executive Compensation at the 2023-07-25 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-07-25
  source text: Proposal 3: Advisory Vote on the Frequency of Future Advisory Voting on Executive Compensation. The stockholders approved a frequency of three years for advisory voting on approval of the compensation of the Company’s named executive officers. The voting results were as follows: Number of Votes Cast: 3 Years 2 Years 1 Year Abstain Broker Non- Votes 4,094,654 8,287 1,299,270 5,300 555,751
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000110465923084740/0001104659-23-084740-index.htm
- Shareholder Votes
  WILLIS LEASE FINANCE CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-07-25 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-07-25
  source text: Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditors for the year 2023. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 5,951,763 3,938 7,561 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000110465923084740/0001104659-23-084740-index.htm
- Shareholder Votes
  WILLIS LEASE FINANCE CORP shareholders approved Election of Directors at the 2023-07-25 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-07-25
  source text: Proposal 1: Election of Directors. The stockholders elected one Class I Director for a three-year term expiring at the 2026 Annual Meeting of Stockholders. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non- Votes Rae Ann McKeating 3,884,169 1,521,996 1,346 555,751
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000110465923084740/0001104659-23-084740-index.htm
- Shareholder Votes
  WILLIS LEASE FINANCE CORP shareholders approved Advisory Vote on Executive Compensation at the 2023-07-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-07-25
  source text: Proposal 2: Advisory Vote on Executive Compensation. The stockholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers disclosed in the Proxy Statement. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 3,790,747 1,606,472 10,292 555,751
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000110465923084740/0001104659-23-084740-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.