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Gogo Inc. Proxy Solicitation & Information Statement 2017

Apr 26, 2017

32128_rns_2017-04-26_b7b26c18-84b0-4bc8-b4bd-94b050fac2b2.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d337567ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

| *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 07, 2017 — GOGO INC. | Meeting
Information |
| --- | --- |
| | Meeting Type: Annual Meeting |
| ● | For holders as of: April 13, 2017 |
| | Date: June 07, 2017 Time: 9:00 AM CDT |
| | Location: Gogo Inc. |
| | 111 N. Canal St. |
| | Chicago, IL 60606 |
| | You are receiving this communication because you hold shares in the
above named company. |
| | This is not a ballot. You cannot use this notice to vote these shares.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). |
| | We encourage you to access and review all of the important information
contained in the proxy materials before voting. |
| | See the reverse side of this notice to obtain proxy materials and voting instructions. |
| | ● |

— Before You Vote —

How to Access the Proxy Materials

| Proxy Materials Available to
VIEW or RECEIVE: |
| --- |
| 1. Notice & Proxy Statement 2. Annual Report |
| How to View Online: |
| Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. |
| How to Request and Receive a PAPER or E-MAIL Copy: |
| If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request: |
| 1) BY INTERNET : www.proxyvote.com |
| 2) BY TELEPHONE : 1-800-579-1639 |
| 3) BY
E-MAIL* : [email protected] |
| * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. |
| Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 24, 2017 to facilitate timely
delivery. |

— How To Vote — Please Choose One of the Following Voting Methods

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.
Vote By Mail: You can
vote by mail by requesting a paper copy of the materials, which will include a proxy card.
.
The Board of Directors recommends you vote FOR the following:
1. Election of Directors
Nominees
01 Hugh W. Jones 02 Michael J. Small
03 Oakleigh Thorne
The Board of Directors recommends you vote FOR the
following proposals:
2. Advisory vote approving executive compensation.
3. Approval of the amendments to the Gogo Inc. Employee Stock
Purchase Plan.
4. To ratify the appointment of Deloitte & Touche LLP
as our independent registered public accounting firm for the year ending December 31, 2017.
NOTE: Such other business as may properly come
before the meeting or any adjournment thereof.