Gogo Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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, (i) the 2024 Employee Stock Purchase Plan (the “2024 ESPP”), which replaces the Company’s prior employee stock purchase plan that expired according to its terms on June 26, 2023, and (ii) the 2024 Omnibus Equity Incentive Plan (the “2024 Plan”), which replaces the Company’s Second Amended and Restated 2016 Omnibus Incentive Plan. The Company’s stockholders approved each of the 2024 ESPP and the 2024 Plan at the Company’s 2024 annual meeting of stockholders held on June 4, 2024 (the “2024 Annual Meeting”). The 2024 ESPP and the 2024 Plan each became effective as of the date of such stockholder approval.
The material features of the 2024 ESPP and the 2024 Plan are described in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting (the “2024 Proxy Statement”) filed with the Securities and Exchange Commission, in the sections titled “Proposal 3: Approval of the 2024 Employee Stock Purchase Plan” and “Proposal 4: Approval of the 2024 Omnibus Equity Incentive Plan,” which are incorporated herein by reference. Such descriptions are qualified entirely by reference to the 2024 ESPP and the 2024 Plan, copies of which are filed as Exhibits 10.1 and 10.2, respectively, hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2024, the Company held its 2024 Annual Meeting. Stockholders representing 118,131,662 shares, or 92.26%, of the Company’s common stock outstanding as of the April 5, 2024 record date were present in person or were represented at the meeting by proxy. Each proposal subject to a vote at the 2024 Annual Meeting was described in detail in the Company’s 2024 Proxy Statement. At the Annual Meeting, five 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 II directors to serve a three-year term expiring at the Company’s 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
NOMINEE |
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FOR |
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WITHHOLD |
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BROKER NON-VOTES |
Michele Coleman Mayes |
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91,440,583 |
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10,387,717 |
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16,303,362 |
Harris N. Williams |
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100,329,865 |
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1,498,435 |
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16,303,362 |
PROPOSAL 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Stockholders approved the non-binding advisory resolution approving 2023 executive compensation.
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VOTES FOR |
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100,541,683 |
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VOTES AGAINST |
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1,208,108 |
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ABSTENTIONS |
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78,509 |
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BROKER NON-VOTES |
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16,303,362 |
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PROPOSAL 3
VOTE TO APPROVE 2024 ESPP
Stockholders approved the 2024 ESPP.
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VOTES FOR |
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101,680,903 |
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VOTES AGAINST |
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138,692 |
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ABSTENTIONS |
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8,705 |
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BROKER NON-VOTES |
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16,303,362 |
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PROPOSAL 4
VOTE TO APPROVE 2024 PLAN
Stockholders approved the 2024 Plan.
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VOTES FOR |
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100,476,796 |
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VOTES AGAINST |
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1,325,802 |
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ABSTENTIONS |
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25,702 |
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BROKER NON-VOTES |
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16,303,362 |
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PROPOSAL 5
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, 2024.
VOTES FOR |
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117,848,819 |
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VOTES AGAINST |
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256,302 |
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ABSTENTIONS |
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26,541 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
10.1# |
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10.2# |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
# Indicates management contract or compensatory plan or arrangement.
SIGNATURE
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.
GOGO INC.
By: /s/ Crystal L. Gordon
Crystal L. Gordon
Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary
Date: June 6, 2024