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EX-10.1 - EX-10.1 - Global Eagle Entertainment Inc.d52432dex101.htm





Washington, D.C. 20549









Date of Report (Date of earliest event reported): July 10, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-35176   27-4757800

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

6080 Center Drive, Suite 1200, Los Angeles, California 90045

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 310-437-6000

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common stock, $0.0001 par value   ENT   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Global Eagle Entertainment Inc. (the “Company” or “we”) and the Compensation Committee of the Board (“Compensation Committee”) have conducted a comprehensive review of the Company’s compensation program for certain key employees to determine whether it continues to effectively incentivize and retain such employees in light of the ongoing impact of the COVID-19 pandemic on the global travel industry and the follow-on impact for the Company. After consulting with outside compensation advisors and outside legal counsel, reviewing market data and benchmarking expected relative compensation to the market data, on July 10, 2020, the Board and Compensation Committee approved incentives to be paid to certain key employees, including each of its named executive officers, in an effort to retain and motivate such employees in the face of unprecedented uncertainty and increased workload created by COVID-19. The terms of the incentives are specified in a form letter agreement.

The incentives were paid in advance on July 14, 2020 to encourage the recipients to remain with the Company and steer it through the escalating effects of the pandemic and the resulting impact on the business and operations of the Company. The after-tax portion of the paid incentives will be clawed back in full in the event that the incentive is not earned. The incentive will be earned in full so long as the recipient is employed by the Company on the earlier of July 14, 2021 or a “Change of Control” as defined in the form letter agreement. As a condition to receiving the incentives, the recipients were required to forfeit and waive all rights they may have under any existing retention incentives, the Annual Incentive Plan for the 2020 performance year, outstanding stock options and cash-settled stock appreciation rights, whether or not previously vested, and any unvested restricted stock units or performance stock units. The incentive amounts (expressed as a percentage of the applicable executive’s base compensation) were awarded to the Company’s named executive officers: 125% for Joshua Marks, Chief Executive Officer, 100% for Christian Mezger, Chief Financial Officer, and 100% for Per Norén, President.

The above summary of the incentive does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions set forth in the letter agreements, the form of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.



On July 13, 2020, Global Eagle Entertainment Inc. (“we” or the “Company”) held our 2020 annual stockholders’ meeting (the “Annual Meeting”).



We set forth below a summary of the final voting results for the proposals that our stockholders considered and voted on at the Annual Meeting.



Elect Robert W. Reding, Ronald Steger, Eric Sondag and Eric Zinterhofer as Class III members of our Board of Directors

Our Stockholders elected each of the following as a Class III director of our board of directors, to serve for a three-year term expiring at our annual stockholders’ meeting in 2023, or until his respective successor is duly elected and qualified. The vote tally was as follows:


Nominees    Votes For      Votes
     Abstentions      Broker

Robert W. Reding

     2,059,732        47,429        3,245        916,610  

Ronald Steger

     1,965,267        141,961        3,178        916,610  

Eric Sondag

     1,967,034        140,794        2,578        916,610  

Eric Zinterhofer

     1,927,168        180,667        2,571        916,610  



Approve (on an advisory basis) the compensation of our Named Executive Officers for 2019


Votes For


Votes Against




Broker Non-Votes

2,085,937   23,163   1,306   916,610



Indicate (on an advisory basis) the frequency of future advisory votes to approve the compensation of our named executive officers


1 Year


2 Years


3 Years



2,103,156   1,703   1,730   3,817

In light of this result, the Company has determined that future non-binding votes of shareholders to approve the compensation of the named executive officers will be submitted annually to the Company’s shareholders, unless otherwise determined by the Board of Directors of the Company.



Ratify (on an advisory basis) the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020


Votes For


Votes Against




Broker Non-Votes

2,939,664   60,394   26,958   0


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.



10.1    Form of Letter Agreement


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.


By:   /s/ Christian Mezger
  Name: Christian Mezger
  Title: Chief Financial Officer

Dated: July 16, 2020