UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On February 1, 2023, the U.S. District Court for the Northern District of Illinois (the “Court”) granted preliminary approval of the proposed settlement (the “Proposed Settlement”) of the derivative actions captioned S.S.K. Nanduri, derivatively on behalf of Gogo Inc., v. Michael J. Small, et al., and Gogo Inc., No. 18 C 06524, and Michael Huttsenpiller, derivatively on behalf of Gogo Inc., v. Michael J. Small, et al., and Gogo Inc., No. 18 C 06547 (collectively, the “Derivative Actions”). The Proposed Settlement also resolves related claims based on: (i) a Delaware law inspection demand by stockholder Sujit Bakre (“Bakre”) and (ii) a litigation demand sent to the Board of Directors (the “Board”) of Gogo Inc. (the “Company”) by stockholder Thomas G. Conboy (“Conboy,” and, collectively with Bakre and the plaintiffs in the Derivative Actions, the “Stockholders”). The Proposed Settlement is subject to final approval by the Court.
As required by the preliminary approval order, the Notice of Proposed Derivative Settlement and of Settlement Hearing, dated February 10, 2023 (the “Notice”), and the Stipulation of Settlement, dated January 5, 2023 (the “Stipulation”), are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K. The Notice and the Stipulation can also be accessed on the Company’s investor relations website, https://ir.gogoair.com. Other information contained in or accessible through the Company’s investor relations website does not constitute part of, and is not incorporated into, this Current Report on Form 8-K.
Subject to final approval of the Proposed Settlement by the Court, and in exchange for the release of all claims by the Stockholders and other Releasing Persons (as defined in the Stipulation), the dismissal of the Derivative Actions with prejudice and the withdrawal of the Bakre and Conboy demands, the Proposed Settlement involves the Company implementing certain corporate governance reforms and for attorneys’ fees and expenses of $875,000 to be paid to plaintiffs’ counsel by the Company’s insurer.
The information in this Item 7.01 of Form 8-K and Exhibits 99.1 and 99.2 hereto are being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Notice of Proposed Derivative Settlement and of Settlement Hearing. | |
| 99.2 | Stipulation of Settlement. | |
| 104 | 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 hereunto duly authorized.
| GOGO INC. | ||||||
| Date: February 10, 2023 | By: | /s/ Crystal L. Gordon | ||||
| Crystal L. Gordon | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||