SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2018 (July 31, 2018)
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 31, 2018, the Compensation Committee (the Committee) of the Board of Directors of Gogo Inc. (the Company) approved a modification to the performance-vesting conditions of the performance awards held by our currently employed Named Executive Officers other than Mr. Oakleigh Thorne, the Companys President and Chief Executive Officer, to better align our employees interests with our short- and long-term strategic goals. No changes were made to the performance awards held by our Chief Executive Officer.
The modified performance awards include Company performance-vesting stock option awards (Performance Options) and performance-vesting restricted stock unit awards (Performance RSUs) that are subject to both time and performance-vesting conditions. The performance-vesting criteria for the Performance Options and Performance RSUs previously required the per share closing price of the Companys common stock on the NASDAQ market to equal or exceed $21, $25 or $28 (depending on the award) for a period of 30 consecutive trading days within four years from the applicable grant date. If such target was not met within four years from the applicable grant date, all Performance Options or Performance RSUs held by a Company employee, as applicable, would be forfeited. In light of the Companys recent stock price performance, the Committee determined that the performance awards were no longer appropriately motivating performance and approved modifying the Company stock price targets for all outstanding Performance Options and Performance RSUs to $12. This modification applies to all performance awards held by current Company employees, other than our Chief Executive Officer.
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 hereunto duly authorized.
Marguerite M. Elias
Executive Vice President, General
Counsel and Secretary
Date: August 6, 2018