Gogo (GOGO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, and will be held virtually, with voting available online, by phone, or by mail.

• Key proposals include electing three directors, an advisory vote on executive compensation, approval of the amended 2024 equity plan, and ratification of the external auditor.

• The company completed a major transition in 2025, expanding from domestic air-to-ground to a global multi-orbit connectivity provider, with significant investments in 5G and Galileo technologies.

• Proxy materials are primarily delivered electronically to promote sustainability and reduce costs.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of three directors, (2) advisory approval of executive compensation, (3) approval of the amended and restated 2024 Omnibus Equity Incentive Plan, (4) ratification of Deloitte & Touche LLP as independent auditor, and (5) other business as may arise.

• The board recommends voting FOR all proposals.

• Each share of common stock is entitled to one vote; cumulative voting is not permitted.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes, with three Class I directors up for election for three-year terms.

• Seven of nine directors are independent; all board committees are composed solely of independent directors.

• The board conducts annual self-evaluations, maintains a lead independent director, and follows a single-class voting structure.

• Director nominees bring expertise in finance, technology, aviation, legal, and government sectors.

• The board has policies on anti-hedging, anti-pledging, and director resignation in certain circumstances.