Form 8-K - Current report

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): January 5, 2024 (December 30, 2023)

GOGO INC.

(Exact name of registrant as specified in its charter)

    Delaware
(State or other jurisdiction of incorporation)

    001-35975
(Commission File Number)

    27-1650905
(IRS Employer Identification No.)

   

    105 Edgeview Dr., Suite 300
Broomfield, CO
(Address of principal executive offices)

    80021
(Zip Code)

   

Registrant’s telephone number, including area code:

303-301-3271

Not Applicable
(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
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.

On December 30, 2023, Robert H. Mundheim notified the board of directors (the “Board”) of Gogo Inc. (the “Company”) of his decision to retire as Director of the Board, effective January 2, 2024. Mr. Mundheim’s decision to retire was not due to any disagreement with the Company or the Board or any matter relating to the Company’s financials, operations, policies or practices.

Item 8.01. Other Events.

On January 5, 2024, the Company issued a press release announcing Mr. Mundheim’s retirement from the Board and thanked him for his many contributions during his 11 years of service. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 8.01, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in this Item 8.01, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

    Exhibit
Number

    Description

    99.1
104

    Press release (furnished herewith).
Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

GOGO INC.

By: /s/ Crystal L. Gordon
Crystal L. Gordon
Executive Vice President, General Counsel and Secretary

Date: January 5, 2024

Exhibit 99.1

Press Release

For Immediate Release


Media Relations Contact:	Investor Relations Contact:
Caroline Bosco	William Davis
+1 312-517-6127	+1 917-519-6994
cbosco@gogoair.com	wdavis@gogoair.com

Gogo Announces Board Member Retirement

BROOMFIELD, Colo. – Jan. 5, 2024 – Gogo Business Aviation (NASDAQ: GOGO) (the “Company”) today announced that Mr. Robert H. Mundheim, a member of the Company’s Board of Directors since 2012, retired from the Board on January 2.

Mundheim served as Director of the Gogo Board for 11 years, sharing his wealth of experience as an internationally renowned attorney and corporate governance expert. Mundheim contributed significantly to Gogo’s business success through his role on the board, his role as chair of the company’s compensation committee, and as a member of its nominating and governance committee.

“Bob’s voice has been vital to our company’s transformation, and it has been a true privilege to witness his passion for Gogo,” said Oakleigh Thorne, chair and chief executive officer of Gogo. “On behalf of the Board and the Gogo community, we offer our sincere gratitude to Bob for sharing his leadership and wisdom in building a company we are very proud of today.”

About Gogo

Gogo is the world’s largest provider of broadband connectivity services for the business aviation market. We offer a customizable suite of smart cabin systems for highly integrated connectivity, in-flight entertainment, and voice solutions. Gogo’s products and services are installed on thousands of business aircraft of all sizes and mission types from turboprops to the largest global jets, and are utilized by the largest fractional ownership operators, charter operators, corporate flight departments and individuals.

As of September 30, 2023, Gogo reported 7,150 business aircraft flying with its broadband ATG systems onboard, 3,784 of which are flying with a Gogo AVANCE L5 or L3 system; and 4,395 aircraft with narrowband satellite connectivity installed. Connect with us at www.gogoair.com.

###

Document and Entity Information	Jan. 05, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001537054
Document Type	8-K
Document Period End Date	Jan. 05, 2024
Entity Registrant Name	GOGO INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-35975
Entity Tax Identification Number	27-1650905
Entity Address, Address Line One	105 Edgeview Dr.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Broomfield
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	303
Local Phone Number	301-3271
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, par value $0.0001 per share
Trading Symbol	GOGO
Security Exchange Name	NASDAQ
Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Preferred Stock Purchase Rights
Trading Symbol	GOGO
Security Exchange Name	NASDAQ