[8-K] Gogo Inc. Reports Material Event

Rhea-AI Filing Summary

Gogo Inc. reported the results of its 2026 annual stockholder meeting, where all four proposals received approval. Stockholders representing 120,586,031 shares, or 89.17% of common stock as of the April 6, 2026 record date, were present or represented by proxy.

Three Class I directors — Oakleigh Thorne, Hugh W. Jones, and Charles C. Townsend — were re‑elected to three-year terms, each receiving over 99 million votes in favor. Stockholders also cast a non-binding advisory vote approving 2025 executive compensation, with 94,161,685 votes for and 8,328,531 against.

Investors approved the Amended and Restated 2024 Omnibus Equity Incentive Plan, with 101,407,100 votes for and 1,149,179 against, allowing the updated equity plan to take effect following prior board adoption. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented: 120,586,031 shares Director vote – Oakleigh Thorne: 100,623,163 votes for Say-on-pay support: 94,161,685 votes for +4 more

7 metrics

Shares represented 120,586,031 shares Present or represented at 2026 annual meeting; 89.17% of common stock

Director vote – Oakleigh Thorne 100,623,163 votes for Election of Class I director; 1,974,719 withhold, 17,988,148 broker non-votes

Say-on-pay support 94,161,685 votes for 2025 executive compensation advisory vote; 8,328,531 against, 107,666 abstentions

Equity plan approval 101,407,100 votes for Approval of Amended and Restated 2024 Omnibus Equity Incentive Plan

Equity plan opposition 1,149,179 votes against Vote on Amended and Restated 2024 Omnibus Equity Incentive Plan

Auditor ratification – for 120,197,773 votes for Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Auditor ratification – against 372,519 votes against Ratification of Deloitte & Touche LLP as independent registered public accounting firm

Key Terms

Amended and Restated 2024 Omnibus Equity Incentive Plan, non-binding advisory resolution, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Amended and Restated 2024 Omnibus Equity Incentive Plan financial

"The board of directors ... adopted, subject to stockholder approval the Amended and Restated 2024 Omnibus Equity Incentive Plan"

non-binding advisory resolution financial

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

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

broker non-votes financial

"VOTES FOR 94,161,685 ... BROKER NON-VOTES 17,988,148"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

definitive proxy statement on Schedule 14A regulatory

"described in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false0001537054CO0001537054us-gaap:CommonStockMember2026-06-022026-06-020001537054us-gaap:PreferredStockMember2026-06-022026-06-0200015370542026-06-022026-06-02

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 2, 2026 (May 28, 2026)

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.)
105 Edgeview Dr., Suite 300
Broomfield, Colorado				80021
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 303 301-3271

N/A

(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(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GOGO		NASDAQ Global Select Market
Preferred Stock Purchase Rights		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 5.02 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.

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.

Date:	June 2, 2026	By:	/s/ Crystal L. Gordon
			Crystal L. Gordon Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary

FAQ

What did GOGO stockholders approve at the 2026 annual meeting?

GOGO stockholders approved all four proposals, including director elections, 2025 executive compensation, the Amended and Restated 2024 Omnibus Equity Incentive Plan, and ratification of Deloitte & Touche LLP as independent auditor for 2026, reflecting broad support for the company’s governance items.

How many GOGO shares were represented at the 2026 annual meeting?

At the 2026 annual meeting, 120,586,031 Gogo shares were represented, equal to 89.17% of common stock outstanding on the April 6, 2026 record date. This high participation level provided strong quorum support for votes on directors, compensation, the equity plan, and auditor ratification.

Were GOGO’s director nominees re-elected by stockholders?

Yes, all three Class I director nominees were re-elected. Oakleigh Thorne, Hugh W. Jones, and Charles C. Townsend each received over 99 million votes for, with relatively small withhold votes and broker non-votes, and will serve three-year terms expiring at the 2029 annual meeting.

Did GOGO stockholders approve 2025 executive compensation in the advisory vote?

Yes, stockholders approved the non-binding advisory resolution on 2025 executive compensation. The vote totaled 94,161,685 votes for, 8,328,531 against, and 107,666 abstentions, with 17,988,148 broker non-votes, indicating majority support for the company’s executive pay program for 2025.

What happened with GOGO’s Amended and Restated 2024 Omnibus Equity Incentive Plan?

Stockholders approved the Amended and Restated 2024 Omnibus Equity Incentive Plan. The proposal received 101,407,100 votes for, 1,149,179 against, and 41,603 abstentions, plus 17,988,148 broker non-votes. The plan, previously adopted by the board subject to approval, became effective upon this stockholder vote.

Which audit firm will serve as GOGO’s independent registered public accounting firm for 2026?

Deloitte & Touche LLP was ratified as Gogo’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification vote totaled 120,197,773 votes for, 372,519 against, and 15,739 abstentions, showing strong stockholder support for Deloitte’s appointment.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 233.9 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 52.8 KB