Gogo Inc.

8-K · gogo-20260602.htm iXBRL

0001537054 us-gaap:CommonStockMember 2026-06-02 2026-06-02 0001537054 us-gaap:PreferredStockMember 2026-06-02 2026-06-02 0001537054 2026-06-02 2026-06-02

  

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 8-K

 CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): June 2, 2026  (May 28, 2026)

 GOGO INC.
 (Exact name of Registrant as Specified in Its Charter)

 Delaware

 001-35975

 27-1650905

 (State or Other Jurisdiction
of Incorporation)

 (Commission File Number)

 (IRS Employer
Identification No.)

 105 Edgeview Dr. , Suite 300

 Broomfield , Colorado

 80021

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: 303 301-3271

 N/A

 (Former Name or Former Address, if Changed Since Last Report)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading
Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 GOGO

 NASDAQ Global Select Market

 Preferred Stock Purchase Rights

 GOGO

 NASDAQ Global Select Market

  

  

  

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  
  

  

  

 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
  
 The board of directors of Gogo Inc. (the “Company”) previously adopted, subject to stockholder approval the Amended and Restated 2024 Omnibus Equity Incentive Plan (the “A&R 2024 Plan”), which amends and restates the Company’s 2024 Omnibus Equity Incentive Plan. The Company’s stockholders approved the A&R 2024 Plan at the Company’s 2026 annual meeting of stockholders held on May 28, 2026 (the “2026 Annual Meeting”). The A&R 2024 Plan became effective as of the date of such stockholder approval.
  
 The material features of the A&R 2024 Plan are described in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2026 (the “2026 Proxy Statement”), in the section titled “Proposal 3: Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan” which is incorporated herein by reference. Such descriptions are qualified entirely by reference to the A&R 2024 Plan, a copy of which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
  
 Item 5.07 Submission of Matters to a Vote of Security Holders.
  
 On May 28, 2026, the Company held its 2026 Annual Meeting. Stockholders representing 120,586,031 shares, or 89.17%, of the Company’s common stock outstanding as of the April 6, 2026 record date were present or were represented at the 2026 Annual Meeting by proxy. Each proposal subject to a vote at the 2026 Annual Meeting was described in detail in the 2026 Proxy Statement. At the 2026 Annual Meeting, four items were acted upon by the stockholders. Final voting results are shown below.
  
 PROPOSAL 1
 ELECTION OF DIRECTORS
 Stockholders elected each of the following Class I directors to serve a three-year term expiring at the Company’s 2029 annual meeting of stockholders or until their successors are duly elected and qualified.

 NOMINEE

 FOR

 WITHHOLD

 BROKER NON-VOTES

 Oakleigh Thorne

 100,623,163

 1,974,719

 17,988,148

 Hugh W. Jones

 99,163,067

 3,434,815

 17,988,148

 Charles C. Townsend

  

 100,637,733

  

 1,960,149

  

 17,988,148

  
 PROPOSAL 2
 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
 Stockholders approved the non-binding advisory resolution approving 2025 executive compensation.

 VOTES FOR

 94,161,685

 VOTES AGAINST

 8,328,531

 ABSTENTIONS

 107,666

 BROKER NON-VOTES

 17,988,148

 PROPOSAL 3
 VOTE TO APPROVE A&R 2024 PLAN
 Stockholders approved the A&R 2024 Plan.

 VOTES FOR

 101,407,100

 VOTES AGAINST

 1,149,179

 ABSTENTIONS

 41,603

 BROKER NON-VOTES

 17,988,148

  

  

  

  

  
  
  

  

  

 PROPOSAL 4
 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 VOTES FOR

 120,197,773

 VOTES AGAINST

 372,519

 ABSTENTIONS

 15,739

  
 Item 9.01. Financial Statements and Exhibits.
 (d) Exhibits .
  

 Exhibit No.

  

 Description

 10.1#

  

 Amended and Restated 2024 Omnibus Equity Incentive Plan

 104

  

 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 # Indicates management contract or compensatory plan or arrangement.

  

  

  
  
  
 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 hereunto duly authorized.

 Date:

 June 2, 2026

 By:

 /s/ Crystal L. Gordon

 Crystal L. Gordon
Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary