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WLFC > SEC Filings for WLFC > Form 8-K on 3-Jun-2013All Recent SEC Filings

Show all filings for WILLIS LEASE FINANCE CORP | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matters to a V

Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Gérard Laviec has resigned from his position as a Class II member of the Board, and as a member of the Audit and Compensation Committees of the Board, effective May 31, 2013.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2013, Willis Lease Finance Corporation (the "Company") held its Annual Stockholders' Meeting (the "Annual Meeting"). At the close of business on April 1, 2013, the voting record date, there were 8,685,280 common shares outstanding and entitled to vote. At the Annual Meeting, 8,048,230, or 92.67%, 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 for a three-year term expiring at the 2016 Annual Meeting of Stockholders. The voting results were as follows:

                             Number of Votes Cast:

                           For      Withheld    Broker Non-Votes
Charles F. Willis, IV   5,682,179   1,177,694      1,188,357
Hans Joerg Hunziker     5,446,335   1,413,538      1,188,357

The other directors whose term of office continued after the Annual Meeting are Robert T. Morris, Austin C. Willis and W. William Coon, Jr. Gérard Laviec will continue as director after the Annual Meeting, through the May 31, 2013 effective date of his resignation from the Board.

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 2013. The voting results were as follows:

Number of Votes Cast:

For Against Abstain Broker Non-Votes 8,021,423 24,321 2,486 0

Item 7.01 Regulation FD Disclosure.

On May 31, 2013, the Company issued a Press Release announcing Mr. Laviec's resignation, A copy of this Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements & Exhibits

The Company hereby furnishes the following exhibit pursuant to Item 7.01, "Regulation FD Disclosure".

No. Description

99.1 Press Release dated May 31, 2013

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