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 19, 2015
Commission File Number: 001-33701
Fly Leasing Limited
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(Exact Name of registrant as specified in its charter) |
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West Pier
Dun Laoghaire
County Dublin, Ireland
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(Address of principal executive office) |
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Indicate by check mark whether registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F R Form
40-F o
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): o
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): o
Fly Leasing Limited (the Company) will hold its
Annual General Meeting of Shareholders (AGM) on June 22, 2015 at 10:00 A.M. (Local Time) at the Companys offices
at West Pier Business Campus, Dun Laoghaire, Co. Dublin, Ireland.
The following documents regarding the Companys AGM, which
are attached as exhibits hereto, are incorporated by reference herein:
Exhibit |
Title |
99.1 |
Notice of Annual General Meeting, including Agenda |
99.2 |
Notice of Annual General Meeting to Holders of American Depositary Receipts |
99.3 |
Voting Card for Holders of American Depositary Receipts |
99.4 |
Voting Card for Holders of American Depositary Receipts – Internet and Telephone Instructions |
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: |
May 19, 2015 |
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By: |
/s/ Colm Barrington |
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Colm Barrington |
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Chief Executive Officer and Director |
EXHIBIT INDEX
Exhibit |
Title |
99.1 |
Notice of Annual General Meeting, including Agenda |
99.2 |
Notice of Annual General Meeting to Holders of American Depositary Receipts |
99.3 |
Voting Card for Holders of American Depositary Receipts |
99.4 |
Voting Card for Holders of American Depositary Receipts – Internet and Telephone Instructions |
Exhibit 99.1
FLY LEASING LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
June 22, 2015
NOTICE IS HEREBY given that the Annual
General Meeting (the Meeting) of Shareholders of Fly Leasing Limited (the Company) will be held on
June 22, 2015 at 10:00 A.M. (Local Time) at the Companys offices at West Pier Business Campus, Dun Laoghaire, Co. Dublin,
Ireland, for the following purposes, all of which are more completely set forth in the accompanying information statement:
| 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 Companys independent auditors and to authorize
the Board of Directors of the Company (the Board) to determine their remuneration. |
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, 2014, together with the report of the Companys independent auditor in respect of those financial
statements, as approved by the Board, will be presented at the Meeting.
By order of the Board
/s/ Joseph M. Donovan
Joseph M. Donovan, Chairman
Fly Leasing Limited
Dated May 19, 2015
Notes:
| 1. | The Board has fixed the close of business on May 13, 2015 as the record date for the determination
of Shareholders entitled to attend and vote at the Meeting or any adjournment thereof. |
| 2. | A form of proxy is enclosed for use in connection with the business set out above. |
| 3. | Each of the resolutions in 1-4 above will be determined in accordance with the Companys
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. |
FLY LEASING LIMITED
FORM OF PROXY FOR USE AT THE ANNUAL GENERAL
MEETING TO BE HELD ON JUNE 22, 2015
I/we____________________________________________________________________
(NAME IN BLOCK CAPITALS)
Of _____________________________________________________________________
(ENTITY NAME IF APPLICABLE)
being (a) holder(s) of _______________________________ common
shares of Fly Leasing Limited (the Company) on the record date of May 13, 2015, hereby appoint Colm Barrington and/or
Gary Dales to act as my/our proxy at the Annual General Meeting (the Meeting) of the Company to be held on June 22,
2015, 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.
Resolutions |
For |
Against |
Abstain |
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 Companys independent auditors and to authorize the Board of Directors of the Company to determine their remuneration. |
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Date:_____________________________________________
Signature: _________________________________________
This proxy should be completed and sent to the following
addresses by not later than 48 hours before the time for holding the Meeting.
Colm Barrington
Fly Leasing Limited
West Pier Business Campus
Dun Laoghaire, Co. Dublin, Ireland
Fax: +353-1-231-1901 |
With a copy to:
Eugine Jung
BBAM US LP
50 California Street, 14th
Floor
San Francisco, CA 94111, USA
Fax: 415-618-3337 |
INFORMATION CONCERNING SOLICITATION AND
VOTING FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF FLY LEASING LIMITED TO BE HELD ON JUNE 22, 2015
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, 2014
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, 2014 have been provided to Shareholders by inclusion of the Companys
Annual Report on Form 20-F with this Notice of Annual General Meeting. The Companys Annual Report on Form 20-F is also available
on the Companys 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 Companys 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 Companys Board
Information concerning the nominees for directors of the Company
to be elected by the holders of the common shares is set forth below:
Name |
Age |
Position |
Erik G. Braathen |
59 |
Director, Chairman of the Compensation Committee, member of
the Audit Committee and Nominating and Corporate Governance Committee
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Joseph M. Donovan |
60 |
Chairman of the Board of Directors, Chairman of the Audit Committee
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Eugene McCague |
56 |
Director, Member of the Audit Committee, Compensation Committee
and Nominating and Corporate Governance Committee
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Susan M. Walton |
54 |
Director, Chairman of the Nominating and Corporate Governance Committee, member of the Compensation Committee |
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 is a
member of the boards of directors of Protector Insurance ASA, Peergynt Tours AS, Opra AS, 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.
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 Suisses 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 Institutional Financial Markets Inc. (formerly known as Cohen
& Company), STORE Capital Corporation and Homeownership Preservation Foundation. 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 has been a partner of Arthur Cox, a leading Irish law firm, since 1988. 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 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 & Browns 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, a member
of the Corporation of Sussex Coast College Hastings and a member of the High Weald AONB Sustainable Development Fund Panel. 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 Companys independent auditors and to authorize the Board
to determine the auditors remuneration.
All services rendered by the independent
auditors are subject to pre-approval and review by the Companys Audit Committee.
OTHER BUSINESS
The Companys 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
Joseph M. Donovan, Chairman
Fly Leasing Limited
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Dated: May 19, 2015
Exhibit 99.2
Deutsche
Bank Trust Company Americas
Trust
& Securities Services
Global
Equity Services
DEPOSITARY
RECEIPTS
Depositarys
Notice of Annual General Meeting of Shareholders:
Issue: |
Fly Leasing Limited / Cusip 34470D109 |
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Country: |
Bermuda |
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Meeting Details: |
Annual General Meeting of Shareholders on June 22, 2015 |
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Meeting Agenda: |
The Companys Notice of Meeting including the Agenda is available
on the Companys website at http://flyleasing.com |
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Voting Deadline: |
On or before June 17, 2015 at 3:00 PM (New York City time) |
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ADR Record Date: |
May 13, 2015 |
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Ordinary: ADR ratio |
1 Common Share (each a Share): 1 ADR |
Holders
of American Depositary Receipts (ADRs) representing common shares (the Shares) of Fly Leasing Limited
(the Company) are hereby notified of the Companys 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 Companys website at http://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 Holders 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 Companys 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 Companys website http://flyleasing.com the following materials:
1. The
Companys Annual Report on Form 20-F for the fiscal year ended December 31, 2014; and
2. The
Companys Notice of Meeting including the agenda.
For
further information, please contact:
Deutsche
Bank - Depositary Receipts
Tel
212 250 9100
Exhibit 99.3
Exhibit 99.4
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