GOGO INC. (NASDAQ:GOGO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On April21, 2017, Gogo Inc. (the Company) announced that it has
appointed Barry Rowan as Executive Vice President, Finance,
effective April24, 2017. In addition, effective immediately
following the filing of the Companys quarterly report on Form10-Q
for the first quarter ended March31, 2017 (the Effective Date),
which is scheduled to occur on May4, 2017, Mr.Rowan will become
Executive Vice President and Chief Financial Officer of the
Company. Mr.Rowan, 60, previously served as Executive Vice
President and Chief Financial Officer of Cool Planet Energy
Systems from March 2013 to April 2017, as Executive Vice
President, Chief Financial Officer and Chief Administrative
Officer for Vonage Corporation from 2010 to 2013, and as
Executive Vice President, Chief Financial Officer and Treasurer
for Nextel Partners from 2003 to 2006. Mr.Rowan has no family
relationships with any of our directors or executive officers.
There are no relationships between the Company or its
subsidiaries, on one hand, and Mr.Rowan, on the other hand, that
would require disclosure to Item 404(a) of Regulation S-K.

In connection with his appointment, the Company has entered into
an employment agreement with Mr.Rowan. The employment agreement
sets Mr.Rowans annual base salary at $450,000, which salary shall
be reviewed at least annually. The employment agreement specifies
that Mr.Rowan is eligible for an annual bonus with a target of
75% of base salary, with the amount of such bonus to be
determined by the Compensation Committee of the Board of
Directors of the Company (the Compensation Committee). Mr.Rowans
employment agreement also provides that he is eligible to
participate in all normal Company benefits, including the
Companys 401(k), retirement, medical, dental and life and
disability insurance plans and programs in accordance with the
terms of such arrangements.

Mr.Rowans employment is for no specific term and either the
Company or Mr.Rowan may terminate Mr.Rowans employment at any
time, with or without cause. If Mr.Rowans employment is
terminated by the Company without cause or if Mr.Rowan resigns
for good reason, Mr.Rowan will be entitled to (i)continuation of
his base salary for 12 months following his termination,
(ii)reimbursement for COBRA premiums due to maintain
substantially equivalent health insurance coverage for 12 months
following his termination, (iii)payment of any earned but unpaid
salary, (iv)payment of any business expenses incurred but not
reimbursed and (v)payment of any approved but unpaid bonus award.
The payment of (i)above shall be contingent on Mr.Rowan executing
a general release of all claims against the Company. Mr.Rowan is
subject to non-competition and non-solicitation covenants for one
year after leaving the employment of the Company.

Mr.Rowan will receive a starting bonus of $100,000, which is
subject to repayment if Mr.Rowans employment terminates prior to
April24, 2018. The Company will also provide Mr.Rowan with
relocation benefits and a temporary housing allowance. Subject to
the approval of the Compensation Committee, Mr.Rowan will receive
an equity award consisting of (i) 200,000 options to purchase
Company common stock and 40,000 restricted stock awards, each
vesting in four equal annual installments beginning on the first
anniversary of the grant date, and (ii) 20,000 performance stock
units and 100,000 options to purchase Company common stock,

each vesting in four equal annual installments beginning on the
first anniversary of the grant date but subject to the additional
vesting condition that the closing price of Company common stock
equal or exceed $25 per share for 30 consecutive trading days at
some time during the four years following the date of grant.
Subject to the approval of the Compensation Committee of the
Board of Directors of the Company, Mr.Rowan will also be eligible
to participate in the Companys annual equity award program.

The Company has also entered entered into a change in control
agreement with Mr.Rowan to assure him that he will be protected
in the event of a change in control of the Company. Under the
agreement, Mr.Rowan is entitled to receive severance benefits of
18 months of base salary and target bonus, as well as
reimbursement of COBRA premiums payable to maintain substantially
equivalent health insurance coverage during the severance period,
in each case, if he is terminated by the Company without cause or
the executive resigns with good reason within two years following
a change in control. Additionally, upon such termination, any
unvested stock options and service-based equity awards would
immediately become vested and exercisable, and any unvested
performance-based equity awards would vest or be forfeited based
on the satisfaction of the applicable performance goals to the
same extent as if Mr.Rowans services to the Company had not
ended.

On the Effective Date and as previously announced, Norman Smagley
will step down from his positions as Executive Vice President and
Chief Financial Officer of the Company and will continue to serve
as Senior Finance Advisor through December31, 2017.

A copy of the Companys press release regarding these events is
attached hereto as Exhibit 99.1.

(d) Exhibits

About GOGO INC. (NASDAQ:GOGO)

Gogo Inc. is a holding company. The Company is a provider of in-flight connectivity and wireless entertainment solutions for the aviation industry across the world. The Company operates through three segments: Commercial Aviation North America (CA-NA), Commercial Aviation Rest of World (CA-ROW) and Business Aviation (BA). The Company provides services on approximately 9,600 aircrafts. Its commercial aviation business operates through the Company’s CA-NA and CA-ROW segments, and provides connectivity-based solutions. Its BA segment offers a suite of in-flight Internet connectivity and other voice and data communications products and services to the business aviation market. It offers global network solutions, which include global satellite solutions for CA, global satellite solutions for BA and North American solutions for CA-NA and BA; airborne equipment and related services; passenger services; airline/owner/operator services, and connected aircraft services.

GOGO INC. (NASDAQ:GOGO) Recent Trading Information

GOGO INC. (NASDAQ:GOGO) closed its last trading session up +0.02 at 11.87 with 639,401 shares trading hands.