Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)(1) Adoption of 2021 Equity Incentive Plan

As described in Item 5.07 below, at the Annual Meeting of Stockholders of AeroCentury Corp.. (the "Company") held on December 29, 2021, the Company's stockholders approved the Company's Equity Incentive Plan (the "2021 Plan"). The number of shares of common stock reserved for issuance under the 2021 Plan is 1,100,000 (as adjusted pursuant to the 5-for-1 forward stock split, effective December 30, 2021). The 2021 Plan was approved by the Company's Board of Directors (the "Board") on October 23, 2021.

The Company intends to use the 2021 Plan in order to incentivize and retain employees, directors, officers and consultants. The 2021 Plan provides for the issuance of equity-based incentive awards in the form of stock options, stock appreciation rights, restricted stock, stock units, and other equity awards. The vesting of equity awards can be based on continuous service and/or achievement of certain performance criteria.

A more detailed description of the 2021 Plan and related matters was set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on November 18, 2021, under the heading "Proposal 2: Approval of the 2021 Equity Incentive Plan" and is incorporated herein by reference. The foregoing summary of the 2021 Plan, and the summary of the 2021 Plan set forth in the proxy statement, are qualified in their entirety by reference to the full text of the 2021 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As described above, on December 29, 2021, the Company held its Annual Meeting of Stockholders. As of the record date of November 8, 2021, 4,416,811 shares of the Company's Common Stock, excluding treasury shares of 213,332, were outstanding and entitled to vote. Of this amount, 3,732,453 shares, representing approximately 84.5% of the total number of shares of Common Stock entitled to vote, were represented in person or by proxy, constituting a quorum. Set forth below are the voting results from the proposals presented for a stockholder vote at such meeting, each of which received a sufficient number of votes to pass.

1. The individuals listed below were elected to serve as directors of the Company


   until the next annual meeting of stockholders or until their respective
   successors are duly elected and qualified:




                  FOR      WITHHELD   BROKER NON-VOTE
Yucheng Hu     2,997,701    37,023        697,729
Florence Ng    2,997,304    37,420        697,729
Siyuan Zhu     3,012,016    22,708        697,729
Jianan Jiang   3,011,960    22,764        697,729
Qin Yao        3,011,955    22,769        697,729




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2. A proposal to approve the Company's 2021 Equity Incentive Plan:






   FOR      AGAINST   ABSTAIN   BROKER NON-VOTE
2,994,697   38,749     1,278        697,729

3. A proposal to approve, on an advisory basis, the compensation of the Company's


    named executive officers:




   FOR      AGAINST   ABSTAIN   BROKER NON-VOTE
3,010,277   22,979     1,468        697,729

4. A proposal to ratify the appointment of Audit Alliance LLP as the Company's


    independent registered public accounting firm for the fiscal year ending
    December 31, 2021:




   FOR      AGAINST   ABSTAIN
3,702,607   29,804      42

Item 9.01. Financial Statements and Exhibits.





 (d) Exhibits




Exhibit No.   Description

10.1            2021 Equity Incentive Plan
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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