WLFC Seeks Stockholder Approval to Reincorporate in Nevada at December 15 Special Meeting

summarizeSummary

Willis Lease filed a preliminary proxy asking stockholders to approve reincorporating from Delaware to Nevada at a December 15, 2026 special meeting, citing litigation and franchise-tax savings while raising authorized shares to 250 million.

check_boxKey Events · Corporate Governance and Compliance · WLFC

• Nevada Reincorporation Up for Vote

  The board unanimously recommends converting the company from a Delaware to a Nevada corporation by statutory conversion; the special meeting is virtual on December 15, 2026, with a November 2, 2026 record date.

• Authorized Shares Would Rise to 250 Million

  Nevada Articles would authorize 250,000,000 shares (200,000,000 common and 50,000,000 preferred) versus 75,000,000 (60,000,000 common and 15,000,000 preferred) today — authorization only, no shares are being issued.

• Franchise Tax Savings of About $254,000

  For 2025 the company paid approximately $255,490 in Delaware franchise taxes and fees; Nevada annual fees would total about $1,725 ($500 business license plus $1,225 annual list fee).

• Governance Terms Shift Under Nevada Law

  Nevada law would exculpate directors and officers to the fullest extent permitted by the NRS, and the Nevada documents opt out of the NRS 78.411-78.444 business combination statutes and NRS 78.378-78.3793 control share statutes.

auto_awesomeAnalysis · WLFC · Trade & Services

Shareholders are being asked to move Willis Lease's legal domicile from Delaware to Nevada, with a virtual special meeting set for December 15, 2026 and a November 2 record date. Management's case rests on a more statute-driven legal regime, less opportunistic litigation against directors and officers, and roughly $254,000 a year in avoided Delaware franchise tax (about $255,490 paid for 2025 versus roughly $1,725 in Nevada fees). The trade-offs are real: Nevada case law is thin, and the new charter would raise authorized stock to 250 million shares from 75 million, expand exculpation to officers, and opt out of Nevada's business combination and control share statutes. That 250 million authorized share count is permission, not issuance — no shares are being sold here — but it gives the board far more room to issue equity later without another stockholder vote. Approval requires a majority of all outstanding shares, so the Willis family's roughly 56% combined stake makes passage likely.