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GOGO INC.
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GOGO INC.
105 Edgeview Dr., Suite 300
Broomfield, Colorado 80021
SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2024
May 9, 2024
This supplement (the "Supplement") relates to the Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed by Gogo Inc. (the "Company") with the Securities and Exchange Commission relating to the Company's annual meeting of stockholders to be held on June 4, 2024 (the "Annual Meeting"). Except as specifically discussed in this Explanatory Note, this Supplement does not otherwise modify or update any other disclosures in the Proxy Statement. This Supplement should be read together with the Proxy Statement, which should be read in its entirety. Capitalized terms used but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy Statement.
This Supplement is being filed to clarify the voting standard for Proposals 2 through 5 to be voted on at the Annual Meeting as described in the Proxy Statement. The Proxy Statement states that each such proposal requires for its approval "the affirmative vote of a majority of the votes entitled to vote at the Annual Meeting by the holders of common stock who are present in person or by proxy" (on pages 61, 66, 76, 77, 85 and 86), which is later summarized on page 88 as a "[m]ajority of the voting power of the shares present in person or by proxy and entitled to vote." For the sake of clarity, these statements on pages 61, 66, 76, 77, 85 and 86 are hereby revised to read as "the affirmative vote of a majority of the votes entitled to vote on the subject matter of the proposalat the Annual Meetingby the holders of common stock who are present in person or by proxy", and these statements on page 88 are hereby revised to read as a "[m]ajority of the voting power of the shares present in person or by proxy and entitled to vote on the subject matter of the proposal" (with additions underlined and emboldened and deletions stricken).
The disclosure on these pages regarding the effect of abstentions and uninstructed shares (known as "broker non-votes") on Proposals 2 through 5 remains unchanged following the above clarifications.
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Gogo Inc. is a provider of broadband connectivity services for the business aviation market. The Company is focused primarily on business aviation aircraft in North America and provides in-flight connectivity in that market. The Company offers a customizable suite of smart cabin systems for highly integrated connectivity, inflight entertainment and voice solutions. Its products and services are installed on various business aircraft of all sizes and mission types from turboprops to jets. It offers a range of in-flight services for passengers, flight and cabin crews and its aviation partners. It offers a variety of connectivity services tailored to its various networks and technologies. It offers service plans ranging from unlimited data usage to an hourly monthly consumption plan. It flies 3,976 business aircraft with its AVANCE L5 or L3 system installed, 7,205 aircraft flying with its broadband ATG systems onboard, and 4,341 aircraft with narrowband satellite connectivity installed.