UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 27, 2023, the board of directors (the “Board”) of Gogo Inc. (the “Company”) adopted amendments to the Company’s bylaws (as amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws include amendments to do the following: (i) update and modernize the provisions governing stockholder voting lists, based on recent amendments to the Delaware General Corporation Law; (ii) update the informational and other requirements and procedures for any stockholder nominating individuals for election to the Board or proposing other business at a stockholder meeting, including to address the adoption by the Securities and Exchange Commission of “universal proxy” rules; and (iii) update and streamline the provisions related to the appointment of the Company’s officers, including to clarify that each of the Chief Executive Officer and President and Chief Operating Officer have certain responsibilities, which, as set forth in the Amended and Restated Bylaws, have customarily been held by the individuals in those roles. The amendments also reflect certain other clarifying and/or conforming changes.
The foregoing summary is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference in this Item 5.03. Additionally, a copy of the Amended and Restated Bylaws, marked to show changes to the original bylaws (additions are underlined and deletions are struck through), is also attached hereto as Exhibit 3.2 and incorporated by reference in this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
3.1 3.2 104 |
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Amended and Restated Bylaws (marked). Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 thereunto duly authorized.
GOGO INC.
By: /s/ Crystal L. Gordon
Crystal L. Gordon
Executive Vice President, General Counsel and Secretary
Date: August 2, 2023