DEFA14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant   ý                                           

Filed by a party other than the Registrant   o

Check the appropriate box:

o Preliminary proxy statement

o Confidential, For Use of the Commission Only (as permitted by Rule 14a—6(e)(2))

¨        Definitive proxy statement

ý        Definitive additional materials

¨        Soliciting material under Rule 14a-12

AeroCentury Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý         No fee required.

¨         Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)              Title of each class of securities to which transaction applies:

(2)              Aggregate number of securities to which transactions applies:

 (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)              Proposed maximum aggregate value of transaction:

(5)              Total fee paid:

¨         Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)              Amount previously paid:

(2)              Form, Schedule or Registration Statement No.:

(3)              Filing Party:

(4)              Date Filed:

The following letter is being distributed to the Company's shareholders:

Dear AeroCentury Stockholder:  

You may have recently received a Proxy Statement, Annual Report on Form 10-K, Stockholder Letter and Proxy Card from AeroCentury Corp. Our mailing firm inadvertently included a proxy card printed on the wrong color paper; enclosed is the correct WHITE proxy card. To vote “FOR” the Board’s nominees please mark, date, sign and mail the enclosed WHITE proxy card in the postage paid envelope provided or submit your proxy using the internet or telephone by following the instructions on the enclosed WHITE proxy card.

If you have questions or need assistance in voting your WHITE proxy card, or need additional copies of the proxy material, please call: Georgeson at (800) 868-1390 (Toll Free)

EX-99.1

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

 EASYVOTING OPTION:

[QR CODE GRAPHIC]

VOTE ON THE INTERNET

Log on to:

www.proxy-direct.com

or scan the QR code

Follow the on-screen instructions

available 24 hours

VOTE BY PHONE

Call 1-800-337-3503

Follow the recorded instructions

available 24 hours

VOTE BY MAIL

Vote, sign and date this Proxy

Card and return in the

postage-paid envelope

Please detach at perforation before mailing.

PROXY CARD

AEROCENTURY CORP.

2015 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2015

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.  The undersigned hereby appoints Toni M. Perazzo and Christopher B. Tigno, as Proxies, with full power of substitution, and hereby authorizes them to represent and to vote, as designated below, all of the shares of Common Stock of AeroCentury Corp. (the “Company”) held of record by the undersigned on March 16, 2015, at the 2015 Annual Meeting of Stockholders of the Company to be held on May 7, 2015, or at any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THEN THIS PROXY WILL BE VOTED “FOR” THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND “FOR” PROPOSALS NO. 2 AND 3.

VOTE VIA THE INTERNET:  www.proxy-direct.com

VOTE VIA THE TELEPHONE:  1-800-337-3503

Note: Please sign exactly as your name(s) appear(s) on this card.  When shares are held by joint tenants, both should sign.  When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such.  If a corporation, please sign in full corporate name by President or other authorized officer.  If a partnership, please sign in partnership name by authorized person.

_____________________________

Signature and Title, if applicable

_____________________________
Signature (if held jointly)

_____________________________

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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.

EVERY STOCKHOLDER’S VOTE IS IMPORTANT

Important Notice Regarding the Availability of Proxy Materials for the

Annual Stockholder Meeting to Be Held on May 7, 2015.

The Proxy Statement and Annual Report for this meeting are available at:

http://www.aerocentury.com/downloads.htm

IF YOU VOTE BY TELEPHONE OR INTERNET,

PLEASE DO NOT MAIL YOUR CARD

Please detach at perforation before mailing.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS NO. 1, 2 AND 3.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.  Example: ■

1.      ELECTION OF DIRECTORS.

FOR         WITHHOLD     FOR ALL

 ALL                      ALL              EXCEPT

01. Thomas W. Orr                     02.   David P. Wilson £   £    £

INSTRUCTIONS:  To withhold authority to vote for any individual nominee(s), mark the box

“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

___________________________________________________________________

FOR         AGAINST     ABSTAIN

   £   £ £

2. PROPOSAL TO APPROVE, by non-binding vote, the compensation of the Company’s named

executive officers as disclosed in the Proxy Statement.

         

3. PROPOSAL TO RATIFY THE APPOINTMENT OF BDO USA, LLP as independent auditors for the £ £ £

Company for the fiscal year ending December 31, 2015.

4. In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the meeting.

PLEASE SIGN AND DATE ON THE REVERSE SIDE.

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