BOINGO WIRELESS,INC. (NASDAQ:WIFI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September26, 2017, the Board of Directors (the “Board”) of Boingo Wireless,Inc. (the “Company”) accepted David Cutrer’s conditional resignation from the Board and from his service as a member of the Board committees on which he served, which included the Compensation Committee and Steering Committee, originally submitted by Mr.Cutrer (the “Conditional Resignation”) to the terms of the Cooperation Agreement (defined below). On June1, 2016, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Ides Investors and the Legion Investors (each as defined in the Cooperation Agreement) and appointed, among other appointees, Mr.Cutrer to the Board as an appointee of the Legion Investors. to the terms of the Cooperation Agreement, if the Legion Investors’ beneficial ownership in the Company decreased below 3% of the Company’s outstanding common stock, Mr.Cutrer’s Conditional Resignation would be deemed effective upon acceptance by the Board. The Legion Investors’ beneficial ownership has dropped below 3% of the Company’s outstanding common stock and the Board accepted Mr.Cutrer’s Conditional Resignation. Mr.Cutrer’s resignation is not the resultof any disagreement with the Company on any matter related to its operations, policies or practices.