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
Item 5.02 of the Current Report on Form 8-K filed on March 6, 2018 (the “Original Filing”) to correct a numerical error in the disclosure relating to Mr. Small’s equity awards and options. No other changes have been made to the Original Filing.

Effective March4, 2018, Oakleigh Thorne, age 60, commenced serving as the President and Chief Executive Officer of Gogo Inc. (the “Company”). Mr.Thorne served as a member of the board of directors of Aircell, the Company’s predecessor, from 2003 to 2007 and as a member of the board of directors of the Company since 2006. Mr.Thorne will remain a director of the Company. Mr.Thorne current serves as the CEO of Thorndale Farm, L.L.C., which oversees investment of Thorne family assets. From 1996 to 2009, Mr.Thorne served as the Co-President of Blumenstein / Thorne Information Partners, L.L.C., a private equity and venture capital firm. From 2000 to 2007, Mr.Thorne served as Chairman and CEO of eCollege.com, a then-publicly traded provider of outsourced eLearning solutions, and he previously served as CEO of Commerce Clearing House Inc. and as a director of ShopperTrak. Mr.Thorne currently serves as a director of Helix Education, Inc., in addition to various charitable organizations. Mr.Thorne has no family relationships with any of our directors or executive officers. We are party to a registration rights agreement, dated December31, 2009 (the “Registration Rights Agreement”), with certain stockholders of the Company, including certain entities affiliated with Mr.Thorne, which provides such stockholders demand and piggyback registration rights under the Securities Act of 1933, as amended, with respect to shares of our common stock. The Registration Rights Agreement provides that the Company pay the registration expenses, other than underwriting discounts and commissions and certain counsel or advisor fees as described therein, of the shares registered to the demand and piggyback registrations. Other than the Registration Rights Agreement, there are no relationships between the Company or its subsidiaries, on the one hand, and Mr.Thorne, on the other hand, that would require disclosure to Item 404(a) of Regulation S-K.

On March4, 2018, Mr.Thorne also resigned from the Compensation Committee (the “Compensation Committee”) and the Nominating and Corporate Governance Committee of the Company’s Board of Directors, effective immediately.

In connection with his appointment as President and CEO, the Company has entered into an employment agreement with Mr.Thorne, dated March4, 2018. The employment agreement sets Mr.Thorne’s annual base salary at $700,000, which salary shall be reviewed at least annually. Mr.Thorne’s salary shall not be reduced other than as part of an overall compensation reduction at the Company that impacts the salaries of all executives, and in such case the reduction shall not exceed 10% of his then-current base salary. The employment agreement specifies that Mr.Thorne is eligible for an annual bonus with a target of 50% of base salary, with the amount of such bonus to be determined by the Compensation Committee. Mr.Thorne’s employment agreement also provides that he is eligible to participate in all normal Company benefits, including the Company’s 401(k), retirement, medical, dental and life and disability insurance plans and programs, in accordance with the terms of such arrangements.

Mr.Thorne will receive a $150,000 cash payment to cover his relocation-related expenses and will be reimbursed for up to $25,000 of his legal expenses in connection with the negotiation of the terms of his employment. In addition, Mr.Thorne has been granted the following equity awards (i)options to purchase 700,000 shares of Company common stock, of which 25% vest on the first anniversary of the grant date, and the remaining 75% vest monthly over the following three years, and (ii)a long-term incentive award of an aggregate 200,000 shares of Company common stock, consisting of (a)options to purchase 86,750 shares and 13,250 restricted stock awards, each vesting in four equal annual installments beginning on the first anniversary of the grant date, and (b) 13,250 performance stock units and performance options to purchase 86,750 shares, 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. Additionally, commencing in 2019, Mr.Thorne will be eligible to participate in the Company’s annual equity award program, as approved by the Compensation Committee of the Board of Directors, on terms consistent with those of other members of senior management.

Mr.Thorne’s employment is for no specific term and either the Company or Mr.Thorne may terminate Mr.Thorne’s employment at any time, with or without cause. If Mr.Thorne’s employment is terminated by the Company without cause or if Mr.Thorne resigns for good reason, Mr.Thorne will not be entitled to severance but, subject to Mr.Thorne executing a general release of all claims against the Company and to his continued compliance with the restrictive covenants in the employment agreement, he will be entitled to (i)a pro rata portion of his annual bonus for the fiscal year in which his termination occurs based on actual results for such year, (ii)continued vesting of the options and any other equity awards then held by Mr.Thorne on the schedule set forth in the applicable option or other equity award agreement for 12 months following his termination, and (iii)continued exercisability of any vested options then held by Mr.Thorne for 12 months following his termination. He would also be entitled to payment of any earned but unpaid salary and any business expenses incurred but not reimbursed. Mr.Thorne is subject to non-competition and non-solicitation covenants for one year after leaving the employment of the Company.

On March4, 2018, Michael Small, Chief Executive Officer and Director of the Company, stepped down from his positions as President and Chief Executive Officer of the Company and resigned his position as a member of the Company’s Board of Directors, effective immediately. to a Separation Agreement, dated March4, 2018, between the Company and Mr.Small, Mr.Small will receive the compensation and benefits payable under his Employment Agreement, dated July29, 2010 (the “Employment Agreement”), for a termination of employment without Cause or for Good Reason (as such term is defined in the Employment Agreement), as well as certain other benefits. Under the separation agreement, Mr.Small will receive (i)a payment of $58,333 in lieu of the requirement to provide 30 days’ notice of termination, (ii)payment of his accrued and unpaid annual bonus for 2017, (iii)a severance payment of $700,000, (iv) an additional payment of $250,000, (v)reimbursement for COBRA health insurance premiums for 12 months and (vi)reimbursement of up to $25,000 of his legal expenses in connection with the negotiation of the terms of his separation. In addition, subject to Mr.Small’s continued compliance with his restricted covenant agreements, Mr.Small will receive (a)continued vesting of his outstanding and unvested equity awards through March14, 2019, (b)full vesting of remaining unvested time-vesting restricted stock and time-vesting options on March14, 2019, and (c)continued exercisability of his vested options through the earlier of March14, 2020 and the expiration date of the options. Each of the foregoing payments and benefits are contingent on Mr.Small executing a general release of all claims against the Company.

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

Gogo Inc. Exhibit
EX-99.1 2 d547480dex991.htm EX-99.1 EX-99.1 Exhibit 99.1     Investor Relations Contact:    Media Relations Contact: Varvara Alva    Meredith Payette 312-517-6460    312-517-6216 [email protected]    [email protected] Gogo Appoints Oakleigh Thorne as President and Chief Executive Officer Chicago,…
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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.