Gogo (GOGO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 12, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of April 22, 2025, are eligible to vote, with materials primarily distributed electronically to reduce costs.

• The board recommends voting in favor of all proposals, including the election of two Class III directors, approval of executive compensation, and ratification of Deloitte & Touche LLP as auditor.

Voting matters and shareholder proposals

• Proposals include electing two directors, an advisory vote on executive compensation, and ratifying the independent auditor.

• Shareholders can vote online, by phone, or by mail, and may submit proposals for the 2026 meeting by specified deadlines.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board will reduce from eleven to nine members after the meeting, with seven of nine directors being independent.

• Directors are divided into three classes with staggered terms; two Class III directors are nominated for reelection.

• Committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent directors.

• Annual board self-evaluations, executive sessions, and a lead independent director structure are in place.

• The board has a resignation policy for uncontested elections and robust succession planning.