Gogo Inc.
For the period ended Apr 16, 2026. Filed Apr 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2026 · Filed Apr 16, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
GOGO INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
GOGO INC. 105 Edgeview Dr., Suite 300 Broomfield, Colorado 80021
APRIL 16, 2026
Dear Fellow Stockholder:
We are pleased to invite you to Gogo Inc.’s ("Gogo") 2026 Annual Meeting of Stockholders (the “Annual Meeting”), taking place on Thursday, May 28, 2026, at 9:00 a.m. Mountain Time. This year’s meeting will be held in a convenient, fully virtual format—join us from anywhere at www.proxydocs.com/GOGO.
2025 marked a transformative year for Gogo. We completed our transition from being a primarily domestic Air-to-Ground provider into a global multi-orbit, ultra-high bandwidth connectivity company serving the business aviation and military/government markets. We’ve strengthened our position in the inflight connectivity space by expanding our product portfolio, deepening relationships with customers and partners, and executing against a clear technology roadmap. With the continued rollout of Gogo 5G and ongoing investment in Gogo Galileo, we are delivering ultra‑high‑bandwidth, resilient connectivity solutions that are mission‑critical to our customers’ operations—while building momentum for growth across new aircraft, regions, and markets. This progress in the past year provides a strong foundation as we move into 2026 and the years ahead.
This meeting is your opportunity to stay connected and help shape what’s next. Stockholders of record as of April 6, 2026, are eligible to vote and participate at the Annual Meeting.
At the Annual Meeting, we will ask you to vote on (i) the election of the three directors named in this proxy statement; (ii) an advisory vote approving executive compensation; (iii) approval of the amended and restated 2024 omnibus equity incentive plan (“Restated 2024 Plan”); (iv) ratification of the appointment of our independent registered public accounting firm; and (v) transaction of any other business that may properly be brought before the Annual Meeting.
Your perspective matters. Whether you hold a few shares or many, your vote plays a vital role in guiding Gogo’s direction. We encourage you to review the proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025, and to vote promptly using the method that works best for you—online, by phone, or by mail.
As part of our commitment to accessibility and sustainability, we are providing proxy materials online in accordance with SEC guidelines. On or about April 16, 2026, you should have received a Notice of Internet Availability with easy instructions on how to access materials and submit your vote.
Thank you for being a valued Gogo stockholder. We look forward to your participation and continued support.
Your vote is important to us. Please vote promptly.
Gogo uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their stockholders via the Internet. In accordance with this rule, on or about April 16, 2026, we sent to stockholders of record at the close of business on April 6, 2026, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our proxy materials and the 2025 Annual Report online, and how to vote online for the Annual Meeting.
We look forward to your participation.
| Sincerely, | |
|---|---|
| Christopher Moore | Oakleigh Thorne |
| Chief Executive Officer | Chair of the Board |
NOTICE OF
Annual Meeting of Stockholders
To the stockholders of Gogo Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Gogo Inc., a Delaware corporation (“Gogo” or the “Company”), will be held online on May 28, 2026, at 9:00 a.m. Mountain Time, atwww.proxydocs.com/GOGO for the following purposes:
| Gogo Inc.'s2026 Annual MeetingInformation Date and time May 28, 2026, at 9:00 a.m. Mountain Time Online at www.proxydocs.com/GOGO Record date Close of business on April 6, 2026 Holders of common stock areentitled to one vote per share. Attendance Attendance is limited to stockholdersof record as of the record date,holders of valid proxies for the AnnualMeeting, and invited guests. Date of mailing and release The Notice of Internet Availability ofProxy Materials was sent tostockholders of record and the proxymaterials were made available on theInternet on or about April 16, 2026. · Items of business | |||
|---|---|---|---|
| Proposals · Board VoteRecommendation · PageReference | |||
| 1 | Election of the three directors named in this proxy statement | FOR | 55 |
| 2 | Advisory vote approving executive compensation | FOR | 56 |
| 3 | Approval of the Amended and Restated 2024 Omnibus Equity Incentive Plan ("Restated 2024 Plan") | FOR | 57 |
| 4 | Ratification of the appointment of our independent registered public accounting firm, Deloitte & Touche LLP | FOR | 66 |
| 5 | Transaction of any other business that may properly be brought before the Annual Meeting. | ||
| The Annual Meeting will be held online at www.proxydocs.com/GOGO.Our board of directors has fixed the close of business on April 6, 2026 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting.Our board of directors recommends that you vote FOR the election of each of the director nominees named in Proposal 1 of the proxy statement, FOR the approval of 2025 executive compensation as described in Proposal 2 of the proxy statement, FOR the approval of the Restated 2024 Plan as described in Proposal 3 of the proxy statement, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm as described in Proposal 4 of the proxy statement. | |||
For our Annual Meeting, we have elected to use the Internet as our primary means of providing our proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. On or about April 16, 2026, we sent to these stockholders (to the extent they were holders of record as of the close of business on the record date) a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our proxy statement and the 2025 Form 10-K, and for voting via the Internet. We also provided access to our proxy materials over the Internet beginning on that date. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials free of charge, if they so choose. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs.
The Notice of Internet Availability of Proxy Materials also provides the date, time and location of the Annual Meeting; the matters to be acted upon at the Annual Meeting and the board of directors’ recommendation with regard to each matter; a toll-free number, an email address and a website where stockholders may request a paper or email copy of the proxy statement, our Annual Report and a form of proxy relating to the Annual Meeting; and information on how to attend the meeting and vote electronically.
You are cordially invited to attend the Annual Meeting. You are urged to mark, date and sign your proxy card and return it by mail or follow the alternative voting procedures described in this proxy statement or the proxy card (or, if you hold your shares through a bank or broker, following the voting procedures on your voting instruction form or other information provided by your bank or broker).
BY ORDER OF THE BOARD OF DIRECTORS,
Crystal L. Gordon
Executive Vice President, General Counsel, Chief Administrative Officer and Secretary
Broomfield, Colorado
April 16, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 2026:
THIS NOTICE OF ANNUAL MEETING OF STOCKHOLDERS, THE ACCOMPANYING PROXY STATEMENT AND OUR 2025 ANNUAL REPORT TO STOCKHOLDERS ARE ALL AVAILABLE ATwww.proxydocs.com/GOGO AND MAY BE ACCESSED USING THE CONTROL NUMBER LOCATED ON EACH PROXY CARD.
2026 PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.