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 7, 2017 (June 7, 2017)

 

 

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.)
111 North Canal St., Suite 1500 Chicago, IL				60606
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: 312-517-5000

Not Applicable

(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))

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.  ☐

 

 

 

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Item 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 7, 2017, Gogo Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “Annual Meeting”). Stockholders representing 76,345,909 shares, or 88.08%, of the Company’s common stock outstanding as of the April 13, 2017 record date were present in person or were represented at the meeting by proxy. Each proposal subject to a vote at the Annual Meeting was described in detail in the Company’s 2017 Proxy Statement, dated April 26, 2017. At the 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 2020 annual meeting of stockholders or until their successors are duly elected and qualified.

 

NOMINEE		FOR				WITHHOLD				BROKER NON-VOTE
Hugh W. Jones			65,053,052				214,146				11,078,711
Michael J. Small			65,047,369				219,829				11,078,711
Oakleigh Thorne			63,756,707				1,510,491				11,078,711

PROPOSAL 2

APPROVAL OF ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION

Stockholders approved the advisory resolution approving executive compensation.

 

VOTES FOR			64,841,701
VOTES AGAINST			323,817
ABSTENTIONS			101,680
BROKER NON-VOTES			11,078,711

PROPOSAL 3

APPROVAL OF AMENDMENTS TO THE GOGO INC. EMPLOYEE STOCK PURCHASE PLAN

Stockholders approved amendments to the Gogo Inc. Employee Stock Purchase Plan.

 

VOTES FOR			64,960,358
VOTES AGAINST			232,202
ABSTENTIONS			74,638
BROKER NON-VOTES			11,078,711

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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 2017.

 

VOTES FOR			75,981,811
VOTES AGAINST			311,324
ABSTENTIONS			52,774

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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 7, 2017