GOGO Gogo Inc. - 8-K

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 the Amended and Restated 2024 Omnibus Equity Incentive Plan (the “A&R 2024 Plan”), which amends and restates the Company’s 2024 Omnibus Equity Incentive Plan. The Company’s stockholders approved the A&R 2024 Plan at the Company’s 2026 annual meeting of stockholders held on May 28, 2026 (the “2026 Annual Meeting”). The A&R 2024 Plan became effective as of the date of such stockholder approval.

The material features of the A&R 2024 Plan are described in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2026 (the “2026 Proxy Statement”), in the section titled “Proposal 3: Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan” which is incorporated herein by reference. Such descriptions are qualified entirely by reference to the A&R 2024 Plan, a copy of which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 28, 2026, the Company held its 2026 Annual Meeting. Stockholders representing 120,586,031 shares, or 89.17%, of the Company’s common stock outstanding as of the April 6, 2026 record date were present or were represented at the 2026 Annual Meeting by proxy. Each proposal subject to a vote at the 2026 Annual Meeting was described in detail in the 2026 Proxy Statement. At the 2026 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 2029 annual meeting of stockholders or until their successors are duly elected and qualified.

NOMINEE

FOR

WITHHOLD

BROKER NON-VOTES

Oakleigh Thorne

100,623,163

1,974,719

17,988,148

Hugh W. Jones

99,163,067

3,434,815

17,988,148

Charles C. Townsend

100,637,733

1,960,149

17,988,148

PROPOSAL 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Stockholders approved the non-binding advisory resolution approving 2025 executive compensation.

VOTES FOR

94,161,685

VOTES AGAINST

8,328,531

ABSTENTIONS

107,666

BROKER NON-VOTES

17,988,148

PROPOSAL 3

VOTE TO APPROVE A&R 2024 PLAN

Stockholders approved the A&R 2024 Plan.

VOTES FOR

101,407,100

VOTES AGAINST

1,149,179

ABSTENTIONS

41,603

BROKER NON-VOTES

17,988,148

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, 2026.

VOTES FOR

120,197,773

VOTES AGAINST

372,519

ABSTENTIONS

15,739

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits .

Exhibit No.

Description

10.1#

Amended and Restated 2024 Omnibus Equity Incentive Plan

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

# Indicates management contract or compensatory plan or arrangement.