Form 6-K Fly Leasing Ltd For: May 22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the Securities
Exchange Act of 1934
Date of Report: May 22, 2018
Commission File Number: 001-33701
Fly Leasing Limited
(Exact Name of registrant as specified in its charter)
West Pier Business Campus
Dun Laoghaire
County Dublin A96 N6T7, Ireland
(Address of principal executive office)
Indicate by check mark whether registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
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Form 20-F ☑
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Form 40-F ☐
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Fly Leasing Limited (the “Company”) will hold its Annual General Meeting of Shareholders (“AGM”) on June 21, 2018 at 10:00 A.M. (Local Time) at the Company’s offices at West Pier Business Campus, Dun Laoghaire, County Dublin A96 N6T7, Ireland.
The following documents regarding the Company’s AGM, which are attached as exhibits hereto, are incorporated by reference herein:
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Exhibit
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Title
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99.1
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Notice of Annual General Meeting, including Agenda
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99.2
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Notice of Annual General Meeting to Holders of American Depositary Receipts
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99.3
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Voting Card for Holders of American Depositary Receipts
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99.4
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Voting Card for Holders of American Depositary Receipts – Internet and Telephone Instructions
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Fly Leasing Limited
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(Registrant)
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Date:
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May 22, 2018
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By:
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/s/ Colm Barrington
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Colm Barrington
Chief Executive Officer and Director
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EXHIBIT INDEX
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Exhibit
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Title
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Notice of Annual General Meeting, including Agenda
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Notice of Annual General Meeting to Holders of American Depositary Receipts
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Voting Card for Holders of American Depositary Receipts
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Voting Card for Holders of American Depositary Receipts – Internet and Telephone Instructions
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Exhibit 99.1
FLY LEASING LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
June 21, 2018
NOTICE IS HEREBY given that the Annual General Meeting (the “Meeting”) of Shareholders of Fly Leasing Limited (the “Company”) will be held on June 21, 2018 at 10:00 A.M. (Local Time) at the Company’s offices at West Pier Business Campus, Dun Laoghaire, County Dublin A96 N6T7, Ireland, for the following purposes, all of which are more completely set forth in the accompanying information statement:
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To re-elect Erik G. Braathen as a director of the Company.
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To re-elect Joseph M. Donovan as a director of the Company.
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To re-elect Eugene McCague as a director of the Company.
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To re-elect Susan M. Walton as a director of the Company.
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To appoint Deloitte & Touche LLP as the Company’s independent auditors and to authorize the Board of Directors of the Company (the “Board”) to determine their remuneration.
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To transact other such business as may properly come before the Meeting or any adjournment thereof.
The financial statements of the Company for the year ended December 31, 2017, together with the report of the Company’s independent auditor in respect of those financial statements, as approved by the Board, will be presented at the Meeting.
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By order of the Board
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| /s/ Joseph M. Donovan | ||
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Joseph M. Donovan, Chairman
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Fly Leasing Limited
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Dated May 22, 2018
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Notes:
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The Board has fixed the close of business on May 15, 2018 as the record date for the determination of Shareholders entitled to attend and vote at the Meeting or any adjournment thereof.
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A form of proxy is enclosed for use in connection with the business set out above.
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Each of the resolutions in 1-4 above will be determined in accordance with the Company’s Bye-law 36.3, which provides that the persons nominated for re-election as a director receiving the most votes (up to the number of directors to be elected) shall be elected as directors, not including the directors to be appointed by the Manager Shares, as defined in the Amended and Restated Bye-laws, pursuant to Bye-law 36.5. The resolution set out in 5 above is an ordinary resolution, approval of which will require the affirmative votes of a majority of the votes cast at the Meeting.
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FLY LEASING LIMITED
FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 21, 2018
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I/we
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(NAME IN BLOCK CAPITALS)
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Of
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(ENTITY NAME IF APPLICABLE)
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being (a) holder(s) of _______________________________ common shares of Fly Leasing Limited (the “Company”) on the record date of May 15, 2018, hereby appoint Colm Barrington and/or Edel Ferguson to act as my/our proxy at the Annual General Meeting (the “Meeting”) of the Company to be held on June 21, 2018, or at any adjournment thereof, and to vote on my/our behalf as directed below.
Please indicate below the number of votes cast in accordance with the instructions of the holders of American Depositary Receipts representing the common shares of the Company. Should this card be returned duly signed, but without specific direction, the proxy will vote or abstain at his direction.
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Resolutions
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For
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Against
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Abstain
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1. To re-elect Erik G. Braathen as a director of the Company.
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2. To re-elect Joseph M. Donovan as a director of the Company.
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3. To re-elect Eugene McCague as a director of the Company.
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4. To re-elect Susan M. Walton as a director of the Company.
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5. To appoint Deloitte & Touche LLP as the Company’s independent auditors and to authorize the Board of Directors of the Company to determine their remuneration.
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Date:
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Signature:
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This proxy should be completed and sent to the following addresses by not later than 48 hours before the time for holding the Meeting.
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Colm Barrington
Fly Leasing Limited
West Pier Business Campus
Dun Laoghaire
County Dublin A96 N6T7, Ireland
Fax: +353-1-231-1901
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With a copy to:
Eugine Jung
BBAM US LP
50 California Street, 14th Floor
San Francisco, CA 94111, USA
Fax: 415-618-3337
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INFORMATION CONCERNING SOLICITATION AND VOTING FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF FLY LEASING LIMITED TO BE HELD ON JUNE 21, 2018
PRESENTATION OF FINANCIAL STATEMENTS
In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited consolidated financial statements of the Company for the year ended December 31, 2017 will be presented at the Meeting. These statements have been approved by the Board. There is no requirement under Bermuda law that such statements be approved by Shareholders, and no such approval is sought at the Meeting.
The audited consolidated financial statements of the Company for the year ended December 31, 2017 have been provided to Shareholders by inclusion of the Company’s Annual Report on Form 20-F with this Notice of Annual General Meeting. The Company’s Annual Report on Form 20-F is also available on the Company’s website at www.flyleasing.com.
COMPANY PROPOSALS
PROPOSALS 1, 2, 3 and 4 — ELECTION OF DIRECTORS
The Board has determined that it shall be comprised of seven directors. The Amended and Restated Bye-laws provide that four of the directors shall be elected by the holders of the common shares and three will be appointed by the holders of the Manager Shares. The Board has nominated the four persons listed below for re-election by the holders of the common shares as directors of the Company. All nominees are presently members of the Board. As provided in the Company’s Amended and Restated Bye-laws, each director elected by the holders of the common shares is elected at each Annual General Meeting of Shareholders and shall hold office until the next Annual General Meeting following his or her election or until his or her successor is elected or appointed or their office is otherwise vacated.
Nominees for Election to the Company’s Board
Information concerning the nominees for directors of the Company to be elected by the holders of the common shares is set forth below:
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Name
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Age
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Position
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Erik G. Braathen
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62
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Director, Chairman of the Compensation Committee, member of the Audit Committee and Nominating and Corporate Governance Committee
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Joseph M. Donovan
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63
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Chairman of the Board of Directors, Chairman of the Audit Committee
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Eugene McCague
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59
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Director, Member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee
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Susan M. Walton
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57
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Director, Chairman of the Nominating and Corporate Governance Committee, member of the Compensation Committee
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Erik G. Braathen has been a member of our board of directors since June 2007. Mr. Braathen has been the chief executive of Ojada AS, a privately owned investment company, since 1999. Prior to joining Ojada AS, Mr. Braathen was the chief executive officer of Braathens ASA where he gained extensive experience in the airline industry from 1986 to 1999. Mr. Braathen serves as the Deputy of Chairman of Protector Insurance ASA and is a member of the boards of directors of Northsea PSV AS and Cenzia AS. Mr. Braathen is Chairman of the Board of Directors of Holmen Fondsforvaltning, Sayonara AS, Ojada AS, Okana AS and Onida AS. Mr. Braathen has a Master of International Management from AGSIM, Phoenix Arizona, and a Bachelor of Arts & Economics from the University of Washington, Seattle, Washington.
Joseph M. Donovan was appointed Chairman in April 2010 and has been a member of our board of directors since June 2007. Prior to his retirement in January 2007, Mr. Donovan was chairman of Credit Suisse's Asset-Backed Securities and Debt Financing Group, which he led for nearly seven years. Prior thereto, Mr. Donovan was a managing director and head of Asset Finance at Prudential Securities (1998-2000) and Smith Barney (1995-1997). Mr. Donovan began his banking career at The First Boston Corporation in 1983, ultimately becoming a managing director at CS First Boston, where he served as Chief Operating Officer of the Investment Banking Department from 1992 to 1995. Mr. Donovan is a director of STORE Capital Corporation. Mr. Donovan received his MBA from The Wharton School and has a degree in Accountancy from the University of Notre Dame.
Eugene McCague has been a member of our board of directors since November 2014. Mr. McCague was a partner of Arthur Cox, a leading Irish law firm, from 1988 to his retirement from the firm in June 2017. He served as managing partner of Arthur Cox from 1999 to 2003, and as its chairman from 2006 to 2013. Mr. McCague is the chair of the Governing Authority of University College, Dublin and has served on the boards of a number of not-for-profit organizations, and as President of the Dublin Chamber of Commerce. Mr. McCague is a non-executive director of ICON plc. Mr. McCague holds a Bachelor of Civil Law degree and a Diploma in European Law from University College, Dublin.
Susan M. Walton has been a member of our board of directors since June 2007. Ms. Walton is currently the Chief Executive Officer of the Pestalozzi International Village Trust, a charity registered in England and Chief Executive Officer of Pestalozzi Enterprises Limited. Until September 2010, Ms. Walton was a Sub-Regional Director of the environmental charity Groundwork London. Prior thereto, Ms. Walton was the Chief Executive of Hampshire & Isle of Wight Wildlife Trust ("HWT"), a leading wildlife conservation charity in England, where she was responsible for biodiversity projects in two counties and developing partnerships with key stakeholder groups. Prior to joining HWT in 2006, she served as General Manager — Structured Finance and Export Credit, for Rolls-Royce Capital Limited for nine years. Ms. Walton was also a Principal at Babcock & Brown from 1989 to 1997 where she was responsible for producing and implementing Babcock & Brown's annual European Aerospace marketing plan. Ms. Walton is a trustee for the Sussex Wildlife Trust, a trustee for the Sussex East Area Meeting of Quakers and a member of the Corporation of Sussex Coast College Hastings. Ms. Walton holds a degree in Environmental Conservation from Birkbeck College, University of London.
PROPOSAL 5 — APPOINTMENT OF INDEPENDENT AUDITORS
At the Meeting, the Company will ask Shareholders to approve the appointment of Deloitte & Touche LLP as the Company’s independent auditors and to authorize the Board to determine the auditors’ remuneration.
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All services rendered by the independent auditors are subject to pre-approval and review by the Company’s Audit Committee.
OTHER BUSINESS
The Company’s management knows of no business that will be presented for consideration at the Meeting other than that stated in this Notice of Annual General Meeting. Should any additional matters come before the Annual General Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.
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By Order of the Board
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| /s/ Joseph M. Donovan | ||
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Joseph M. Donovan, Chairman
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Fly Leasing Limited
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Dated: May 22, 2018
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5
Exhibit 99.2
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Deutsche Bank
Global Transaction Banking |
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DEPOSITARY RECEIPTS
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May 15, 2018
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Depositary's Notice of Annual General Meeting of Shareholders:
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ADR/GDR Issue:
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Fly Leasing Limited
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CUSIP:
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34407D109
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(DTC Eligible)
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DR ISIN:
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US34407D1090
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Country:
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Bermuda
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Meeting Details:
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Annual General Meeting
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ADR Record Date:
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May 15, 2018
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Voting Deadline:
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June 18, 2018
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at 10:00 AM (New York City time)
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Meeting Date:
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June 21, 2018
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Meeting Agenda:
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The Company's Notice of Meeting including the Agenda is available on the Company’s website at www.flyleasing.com
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Ratio (ORD:ADR):
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1 : 1
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Holders of American Depositary Receipts (“ADRs”) representing common shares (the “Shares”) of Fly Leasing Limited (the “Company”) are hereby notified of the Company's Annual General Meeting of Shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda for such meeting, is available on the Company’s website at www.flyleasing.com
Each Holder of record of ADRs as of close of business on the ADR Record Date set forth above will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the Shares represented by such Holder's ADRs. Voting instructions must be received on or before the Voting Deadline set forth above. Upon the timely receipt of properly completed voting instructions of eligible Holders of ADRs, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Company’s Amended and Restated Bye-laws and the provisions of or governing the Shares, to vote or cause the Custodian to vote the Shares (in person or by proxy) represented by such ADRs in accordance with such voting instructions.
There can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive the notice described above with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner.
Notwithstanding the above, and in accordance with the terms of the Deposit Agreement, the Depositary shall not be liable for any failure to carry out any instructions to vote any of the Shares or for the manner in which such vote is cast or the effect of any such vote.
Capitalized terms defined in the Deposit Agreement among the Company, the Depositary and the registered Holders and Beneficial Owners of the ADRs and used (but not otherwise defined) herein are used herein as so defined.
Holders of ADRs may view and download from the Company’s website www.flyleasing.com the following materials:
1. The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2017; and
2. The Company’s Notice of Meeting including the agenda.
Please note that persons beneficially holding ADRs through a bank, broker or other nominee that wish to provide voting instructions with respect to the securities represented by such ADRs must follow the voting instruction requirements of, and adhere to the deadlines set by, such bank, broker or other nominee. Such requirements and deadlines will differ from those set forth herein for registered holders of ADRs.
Holders and persons and/or entities having a beneficial interest in any ADRs ("Beneficial Owners") are advised that (a) the Depositary has not reviewed the Company's website or any of the items thereon, and is not liable for the contents thereof, (b) neither the Depositary nor any of its affiliates controls, is responsible for, endorses, adopts, or guarantees the accuracy or completeness of any information contained in any document prepared by the Company or on the Company's website and neither the Depositary nor any of its affiliates are or shall be liable or responsible for any information contained therein or thereon, (c) there can be no assurance that Holders or Beneficial Owners generally or any Holder or Beneficial Owner in particular will receive this notice with sufficient time to enable the Holder to return voting instructions to the Depositary in a timely manner, and (d) the Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Shares, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote.
For further information, please contact:
Deutsche Bank - Depositary Receipts
Tel 212 250 3697
Tel 212 250 1504
Exhibit 99.3
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FLY LEASING LIMITED June 21, 2018 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. Please sign, date and mail your proxy card in the envelope provided so that your vote is received on or before 10:00 AM (New York City time) on June 18, 2018. Please detach along perforated line and mail in the envelope provided. 00033333000000000000 6 062118 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALS LISTED PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. FOR AGAINST ABSTAIN To re-elect Erik G. Braathen as a director of the Company. 2. To re-elect Joseph M. Donovan as a director of the Company. 3. To re-elect Eugene McCague as a director of the Company. 4. To re-elect Susan M. Walton as a director of the Company. 5. To appoint Deloitte & Touche LLP as the Company’s independent auditors and to authorize the Board of Directors of the Company to determine their remuneration. FOR AGAINST ABSTAIN To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Shareholder Date: Signature of Shareholder Date: Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
Exhibit 99.4
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FLY LEASING LIMITED June 21, 2018 PROXY VOTING INSTRUCTIONS INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call. Vote online/by phone on or before 11:59 PM (New York City time) on June 17, 2018. MAIL - Sign, date and mail your proxy card in the envelope provided so that your vote is received on or before 10:00 AM (New York City time) on June 18, 2018. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 00033333000000000000 6 062118 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSALS LISTED PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN 1. To re-elect Erik G. Braathen as a director of the Company. 2. To re-elect Joseph M. Donovan as a director of the Company. 3. To re-elect Eugene McCague as a director of the Company. 4. To re-elect Susan M. Walton as a director of the Company. 5. To appoint Deloitte & Touche LLP as the Company’s independent auditors and to authorize the Board of Directors of the Company to determine their remuneration.