UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 7, 2022, Gogo Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). Stockholders representing 101,314,715 shares, or 90.51%, of the Company’s common stock outstanding as of the April 18, 2022 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 2022 Proxy Statement dated April 25, 2022. 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 III directors to serve a three-year term expiring at the Company’s 2025 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 |
Mark Anderson |
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78,632,681 |
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9,282,803 |
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13,399,231 |
Robert L. Crandall |
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87,483,264 |
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432,220 |
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13,399,231 |
Christopher D. Payne |
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87,843,179 |
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72,305 |
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13,399,231 |
PROPOSAL 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
Stockholders approved the advisory resolution approving executive compensation.
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VOTES FOR |
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87,342,062 |
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VOTES AGAINST |
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553,957 |
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ABSTENTIONS |
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19,465 |
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BROKER NON-VOTES |
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13,399,231 |
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PROPOSAL 3
APPROVAL OF THE SECOND AMENDED AND RESTATED GOGO INC.
2016 OMNIBUS INCENTIVE PLAN
Stockholders approved the Second Amended and Restated Gogo Inc. 2016 Omnibus Incentive Plan.
VOTES FOR |
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85,421,426 |
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VOTES AGAINST |
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2,468,414 |
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ABSTENTIONS |
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25,644 |
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BROKER NON-VOTES |
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13,399,231 |
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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 ending December 31, 2022.
VOTES FOR |
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101,111,571 |
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VOTES AGAINST |
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192,331 |
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ABSTENTIONS |
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10,813 |
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BROKER NON-VOTES |
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0 |
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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 thereunto duly authorized.
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Date: |
June 9, 2022 |
By: |
/s/ Marguerite M. Elias |
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Marguerite M. Elias |