Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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111 N. Canal St., Suite 1400

Chicago, Illinois 60606

Supplement #1 to Proxy Statement for the Annual Meeting of Stockholders

The following information relates to the proxy statement (the “Proxy Statement”) of Gogo Inc. (the “Company”), filed with the Securities and Exchange Commission on April 16, 2021, furnished to stockholders of the Company in connection with the annual meeting of stockholders scheduled on May 27, 2021 (the “Annual Meeting”). This Supplement is being filed with the Securities and Exchange Commission and is being made available to stockholders on or about May 19, 2021.

This Notice should be read in conjunction with the Proxy Statement. Except as specifically amended or supplemented by the information contained herein, all information set forth in the Proxy Statement and proxy card remain accurate and should be considered in voting your shares.



111 N. Canal St., Suite 1400

Chicago, Illinois 60606

To the Stockholders of Gogo Inc.:

As previously disclosed, the Company’s Annual Meeting will be held virtually at, on May 27, 2021, beginning at 10:00 a.m. Central Time. Although it will be a virtual-only meeting, the Company wants to assure its stockholders of its commitment to ensuring that the Annual Meeting provides stockholders with the same rights and opportunities to participate as in an in-person meeting, including the ability to ask questions of the Company’s Board of Directors and management. To support these efforts, the Company will:



Provide for Annual Meeting attendees to begin logging into the Annual Meeting at 9:30 a.m. Central Time on May 27, 2021, thirty minutes in advance of the meeting.



Permit participating stockholders to submit questions via live webcast during the Annual Meeting by following the instructions available on the meeting website during the Annual Meeting. Questions relevant to meeting matters will be answered during the meeting, subject to time constraints. As stated in the rules of conduct, which are accessible on the meeting website, questions can be submitted in the field provided in the website for the Annual Meeting.



Post responses to questions relevant to meeting matters that are not answered during the Annual Meeting due to time constraints on the Company’s Investor Relations website at, as soon as practicable after the Annual Meeting.



Provide the ability for participating stockholders of record to vote or revoke their prior vote by following the instructions available on the meeting website during the Annual Meeting. Shares for which a stockholder is the beneficial owner, but not the stockholder of record, also may be voted electronically during the Annual Meeting if the stockholder utilizes their 16-digit control number.



Have technicians ready beginning thirty minutes prior to the meeting to assist participating stockholders with any technical difficulties they may have accessing the virtual meeting. If participating stockholders encounter any difficulties accessing the virtual meeting during check-in or the meeting, they may call the technical support number that will be posted on the virtual meeting platform log-in page.

Stockholders are reminded that they may access the virtual Annual Meeting at www.virtualshareholdermeeting. com/GOGO2021 with the control number included on the Notice of Internet Availability of Proxy Materials, the proxy card or the instructions that accompanied the proxy materials.

The Company welcomes all of its stockholders to join and participate in the Annual Meeting. Whether or not you plan to attend, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting.


Marguerite M. Elias
Executive Vice President, General Counsel and Secretary