Willis Lease Finance Corporation (WLFC) Earnings Call Transcript & Summary

Hello, and welcome to Willis Lease Finance Corporation's 2021 Annual Meeting of Shareholders. Please note, today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Dean Poulakidas. Mr. Poulakidas, the floor is yours.

Thank you. Good afternoon. I am Dean Poulakidas, Senior Vice President, General Counsel and Corporate Secretary of Willis Lease Finance Corporation. I would like to introduce our Chairman and Chief Executive Officer, Charles F. Willis, IV, who will chair today's meeting. Mr. Willis will now call to order and conduct today's meeting.

Good morning, ladies and gentlemen. I'm Charles F. Willis, Chairman and Chief Executive Officer of Willis Lease Finance Corporation. I hereby call the 2021 Annual Meeting of Stockholders to order and welcome you as shareholders of the company. I would like to begin the meeting by introducing 2 of our current members of the company's Board of Directors who are present. Joining me today are Bob Keady and Rae Ann McKeating. I'd also like to introduce 2 members of our management team who are joining me today. Brian Hole, President of the company; and Scott Flaherty, Senior Vice President and Chief Financial Officer of the company. Also present our audit partners, Scott [indiscernible] and Scott Mager of Grant Thornton LLP, our independent auditors. This meeting is being held pursuant to a notice of Annual Meeting of Stockholders dated October 12, 2021. As of the close of business on October 1, 2021, the record date, there were issued and outstanding 6,624,225 shares of common stock. All stockholders of record on the record date are entitled to vote at this meeting, either in person or by proxy. Each share of common stock is entitled to 1 vote. Next, I note that our Board of Directors appointed Dean Poulakidas, our Senior Vice President, General Counsel and Corporate Secretary, as the Inspector of Elections. Will the Inspector of Elections, please report attendance at this meeting?

Mr. Chairman, a quorum is present. At the time this meeting convened, the record owners of not less than 5,979,521 shares of common stock, more than 90%, were present online or by proxy. That total is considerably more than the majority of the outstanding shares of common stock that is required for a quorum.

Thank you. I hereby declare that a quorum is present and this meeting is properly convened for the transaction of business. Purpose of the meeting: The purpose of this meeting is to consider and if properly presented, vote upon the following proposals listed on your agenda. To elect 2 Class II directors to the Board of Directors to serve a 3-year term expiring at the annual meeting in the year 2024. To approve the amendment and restatement of the company's 2018 Incentive Stock Plan; 1, to increase the number of authorized shares issuable thereunder by 1 million shares; 2, to change the annual equity award granted to nonemployee directors to a fixed amount of 3,000 shares; and 3, to extend the expiration date of the plan by 3 years. Also to approve the amendment to the company's 2017 Employee Stock Purchase Plan to increase the number of authorized shares issuable thereunder by 100,000 shares. Also to cast an advisory vote ratifying the appointment of Grant Thornton LLP as the company's independent public accounting firm for fiscal year ending December 31, 2021. These proposals are described in detail in the proxy statement mailed to shareholders of record as of October 1, 2021, that you received with your proxy card. However, I will outline the proposals for you prior to today's vote. Our meeting will be conducted in the following manner. First, I will briefly describe the items to be considered and voted upon. After that, we will proceed with the voting, which is the primary purpose of this meeting. After the votes are counted and the results are reported, we will adjourn the formal portion of the meeting and have a period during which we will endeavor to respond to any general questions you may have. To submit a question, click on the messaging icon located in the upper left-hand side of your screen, type your question in the message box at the bottom, then submit it by checking -- clicking on the arrow to the right of that message box. Please note that in the interest of all shareholders, only questions that are pertinent to the business of the meeting will be addressed. The proposals to be voted upon: We will now proceed to the proposals to be considered and if appropriate, voted upon. The following proposals have been approved and recommended by the Board of Directors. First is the reelection of 2 Class II directors. The nominees for Class II director are Robert J. Keady and Austin C. Willis. Mr. Keady has been a Director since 2015. Mr. Willis has been a Director since 2008. The second proposal is to approve the amendment and restatement of the company's 2018 Incentive Stock Plan to: one, increase the number of authorized shares issuable thereunder by 1 million shares; 2, to change the annual equity award granted to nonemployee directors to a fixed amount of 3,000 shares; and 3, extend the expiration date of the plan by 3 years. The third proposal is to approve the amendment to the company's 2017 Employee Stock Purchase Plan to increase the number of authorized shares issuable thereunder by 100,000 shares. The fourth proposal seeks ratification of the appointment of Grant Thornton LLP as the company's independent public accounting firm for fiscal year ending December 31, 2021. Are there any questions or comments specific to these proposals? To submit a question, click on the messaging icon located in the upper left-hand side of your screen, type your question in the message box at the bottom, then submit it by clicking on the arrow to the right of that message box. Please note that in the interest of all shareholders, only questions that are pertinent to the business of the meeting will be addressed.

At this time, we don't have any questions.

Mr. Poulakidas, was proper notice of the meeting duly given and properly mailed?

Yes, Mr. Chairman. A notice dated October 12, 2021, was mailed along with the proxy statement and the annual report to all persons, who were shareholders of record of the company on October 1, 2021. I have an affidavit to that effect signed by an officer of American Stock Transfer and Trust, the company's transfer agent, who mailed the notice and proxy materials. These documents are available if any shareholder wishes to examine them.

Please make proper notation in the minutes and file the notice and the affidavits with the records of this meeting. Mr. Poulakidas, at this time, would you please report on the preparation furnishing of the list of shareholders entitled to vote at this meeting?

I have with me the records containing the complete list of the company's registered stockholders at the close of business on the record date, reflecting the number of shares registered in each stockholders' name on that date. At the close of business on October 1, 2021, the company had 6,624,225 shares of common stock outstanding. This list has been certified as being complete and correct by a transfer agent and can be made available if any stockholder wishes to examine it by sending an e-mail request to me, the company's Corporate Secretary, at [email protected].

Please make proper notation in the minutes and file it with the records of this meeting, together with the transfer agent's affidavit. The poll is now open for voting. If there's anyone here who has not already voted by proxy or who has voted by proxy and wishes to withdraw that proxy and vote online, please do so now by clicking on the proxy voting site in the middle left-hand side of your screen. If you have already voted by proxy, there's no need to vote again. We'll briefly pause to allow voting online. [Voting]

The polls are now closed. The Inspector of Elections will now tabulate the votes, and the results will be announced momentarily. At this time, all the votes -- all ballots have been collected and the voting is closed. Mr. Poulakidas, have you received the preliminary results of the balloting?

Yes, Mr. Chairman. I now have the preliminary results with respect to the election of 2 Class II directors. Based upon preliminary information, I can report that Director, Robert J. Keady received not less than 4,148,114 votes, 76% of those represented in person or by proxy at the meeting, more than required for election as a Director. Director, Austin C. Willis received not less than 4,310,638 votes, 79% of those represented in person or by proxy at the meeting, more than required for election as a director. With respect to the second proposal seeking to amend and restate the company's 2018 Incentive Stock Plan to: one, increase the number of authorized shares issuable thereunder by 1 million shares; 2, to change the annual equity award granted to nonemployee directors to a fixed amount of 3,000 shares; and three, extend the expiration date of the plan by 3 years. The proposal received not less than 1,183,000 for -- 4,183,699 votes for, which is 76% of those represented in person or by proxy at the meeting, more than required for approval. With respect to the third proposal, seeking to amend the company's 2017 Employee Stock Purchase Plan to increase the number of authorized shares issuable thereunder by 100,000 shares. The proposal received not less than 5,431,400 votes for, which is 99% of those represented in person or by proxy at the meeting, more than required for approval. With respect to the fourth proposal seeking to ratify the appointment of Grant Thornton LLP as the company's independent public accounting firm, the proposal received not less than 5,958,889 votes for, which is 99% of those shares voted on this proposal, more than required for approval.

Thank you, Mr. Poulakidas. I now declare the Class II director nominees, Robert J. Keady and Austin C. Willis hereby reelected to the Board of Willis Lease Finance Corporation. With respect to Proposal 2, I declare that the amendment and restatement of the company's 2018 Incentive Stock Plan is approved. With respect to proposal 3, I declare that the amendment of the company's 2017 Employee Stock Purchase Plan is approved. With respect to proposal 4, the ratification of the appointment of Grant Thornton LLP as the company's independent public accounting firm is approved. Mr. Poulakidas, will you prepare a final report, which will be affixed to and become a part of the records of this meeting?

I will, Mr. Chairman.

Ladies and gentlemen, this concludes the formal portion of our meeting. In a moment, we'll proceed with the question-and-answer period. To submit a question, click on the messaging icon located in the upper left-hand side of your screen, type your question in the message box at the bottom, then submit it by clicking on the arrow to the right of that message box. Please note that in the interest of all shareholders, only questions that are pertinent to the business of the meeting will be addressed.

Mr. Chairman, I move the meeting be adjourned.

Mr. Chairman, I second the motion.

A motion to adjourn the meeting was made by Dean Poulakidas and Brian Hole, seconded the motion. The meeting is now adjourned. And we thank you for attending.

This concludes the meeting. You may now disconnect.