Current Report Filing (8-k)

Date : 06/12/2019 @ 6:17PM
Source : Edgar (US Regulatory)
Stock : Gogo Inc. (GOGO)
Quote : 4.04  0.0 (0.00%) @ 9:38AM
GOGO INC. share price Chart

Current Report Filing (8-k)

 

 

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

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