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 11, 2019
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, and Zip Code)
Registrant’s telephone number, including area code:
(312) 517-5000
(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 |
Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 11, 2019, Gogo Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). Stockholders representing 77,424,371 shares, or 88.10%, of the Company’s common stock outstanding as of the April 15, 2019 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 2019 Proxy Statement, dated April 29, 2019. At the Annual Meeting, three 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 III directors to serve a three-year term expiring at the Company’s 2022 annual meeting of stockholders or until their successors are duly elected and qualified.
| NOMINEE |
FOR | WITHHOLD | BROKER NON-VOTE | |||||||||
| Robert L. Crandall |
53,867,890 | 4,410,025 | 19,146,456 | |||||||||
| Christopher D. Payne |
55,100,075 | 3,177,840 | 19,146,456 | |||||||||
| Charles C. Townsend |
57,250,572 | 1,027,343 | 19,146,456 | |||||||||
PROPOSAL 2
APPROVAL OF ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION
Stockholders approved the advisory resolution approving executive compensation.
| VOTES FOR |
53,365,092 | |||
| VOTES AGAINST |
3,456,431 | |||
| ABSTENTIONS |
1,456,392 | |||
| BROKER NON-VOTES |
19,146,456 |
PROPOSAL 3
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 2019.
| VOTES FOR |
75,971,257 | |||
| VOTES AGAINST |
1,041,188 | |||
| ABSTENTIONS |
411,926 |
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.
| GOGO INC. | ||
| By: | /s/ Marguerite M. Elias | |
| Marguerite M. Elias Executive Vice President, General Counsel and Secretary | ||
Date: June 11, 2019