WILLIS LEASE FINANCE CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect two Class II Directors to serve until the 2027 Annual Meeting of Stockholders, specifically and as nominated by the Board of Directors: Colm Barrington

WILLIS LEASE FINANCE CORP.’s own tally for this item (“Elect Director: Colm Barrington”): 5,959,293 for, 106,859 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 40 asset managers below reported 840,464 for, 22,116 against, 627 unknown.

Showing the 25 largest of 40 asset managers. All 40 are in the interactive database (link above).

Description as filed by funds: Elect two Class II Directors to serve until the 2027 Annual Meeting of Stockholders, specifically and as nominated by the Board of Directors: Austin C. Willis

WILLIS LEASE FINANCE CORP.’s own tally for this item (“Elect Director: Austin C. Willis”): 5,082,672 for, 983,491 against, per its Form 8-K filed May 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 84% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 40 asset managers below reported 330,626 for, 531,954 against, 627 unknown.

Showing the 25 largest of 40 asset managers. All 40 are in the interactive database (link above).

Description as filed by funds: Election Of one Class I Director To Serve Until The 2026 Annual Meeting of Stockholders: Rae Ann McKeating

WILLIS LEASE FINANCE CORP.’s own tally for this item (“Elect Director: Rae Ann McKeating”): 3,884,169 for, 1,521,996 against, per its Form 8-K filed July 27, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 19 asset managers below reported 60,170 for, 528,064 against, 31 unknown.

Description as filed by funds: Approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to provide for officer exculpation

WILLIS LEASE FINANCE CORP.’s own tally for this item (“2. Approval of the Amendment and Restatement of the Company's Amended and Restated Certificate of Incorporation”): 5,962,019 for, 100,637 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved the Amendment and Restatement of the Certificate of Incorporation to provide for officer exculpation.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 40 asset managers below reported 845,741 for, 16,839 against, 627 unknown.

Showing the 25 largest of 40 asset managers. All 40 are in the interactive database (link above).

Description as filed by funds: Approve an amendment and restatement of our 2021 Incentive Stock Plan to (i) increase the number of authorized shares issuable thereunder by 1,750,000 shares, and (ii) extend the expiration date of the plan by two years.

WILLIS LEASE FINANCE CORP.’s own tally for this item (“4. Approval of the Amendment and Restatement of the Company's 2021 Incentive Stock Plan (the "Incentive Plan")”): 3,778,900 for, 1,620,714 against — passed, per its Form 8-K filed July 27, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 70% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 19 asset managers below reported 17,040 for, 571,194 against, 31 unknown.

Description as filed by funds: Cast an advisory vote on approval of executive compensation as disclosed in these materials.

WILLIS LEASE FINANCE CORP.’s own tally for this item (“2. Advisory Vote on Executive Compensation”): 3,790,747 for, 1,606,472 against — passed, per its Form 8-K filed July 27, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved, by a non-binding advisory vote, the compensation of the Company's named executive officers disclosed in the Proxy Statement.”
Support: 70% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 19 managers: 19,460 for, 568,774 against, 31 unknown.

Institutional-manager reports, all 41 managers: 18,958 for, 282,111 against. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Cast an advisory vote on whether an advisory vote on approval of executive compensation should be held every one, two of three years.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 12 managers: 362,046 3 year, 191,870 1 year.

Institutional-manager reports, all 28 managers: 238,241 1 year, 46,593 3 year. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: Cast an advisory vote on whether an advisory vote on approval of executive compensation should be held every one, two or there years

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 6 managers: 18,596 3 year, 14,563 1 year, 31 unknown.

Institutional-manager reports, all 6 managers: 2,354 against, 4,025 1 year.

Description as filed by funds: Cast an advisory vote on whether an advisory vote on approval of executive compensation should be held every one, two or three years.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 1 managers: 1,159 1 year.

Institutional-manager reports, all 6 managers: 9,850 1 year.

Description as filed by funds: Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024

WILLIS LEASE FINANCE CORP.’s own tally for this item (“3. Ratification of Appointment of Independent Registered Public Accounting Firm”): 6,329,876 for, 23,404 against — passed, per its Form 8-K filed May 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditors for the year 2024.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 40 asset managers below reported 840,464 for, 22,116 against, 627 unknown.

Showing the 25 largest of 40 asset managers. All 40 are in the interactive database (link above).

Description as filed by funds: Cast an advisory vote ratifying the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2023.

WILLIS LEASE FINANCE CORP.’s own tally for this item (“5. Ratification of Appointment of Independent Registered Public Accounting Firm”): 5,951,763 for, 3,938 against — passed, per its Form 8-K filed July 27, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of Grant Thornton LLP as the Company's independent auditors for the year 2023.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 19 asset managers below reported 588,234 for, 31 unknown.