UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 23, 2015

 


 

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35155

 

95-4856877

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

10960 Wilshire Blvd., 23rd Floor
Los Angeles, California

 

90024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 586-5180

 


 

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):

 

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

 

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

 

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

 

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

 

 

 



 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On December 23, 2015, Nick Hulse, President of Boingo Wireless, Inc. (the “Company”), left the Company effective January 4, 2016.

 

The departure of Mr. Hulse is in connection with a management reorganization which included the elimination of the position of President. The Company would like to thank Mr. Hulse for his contributions and wish him well in his next endeavor. In connection with Mr. Hulse’s departure and in accordance with his employment agreement with the Company, dated April 22, 2013, Mr. Hulse is entitled to receive 12 months of base salary payable over 12 months, a pro rata payment of his annual target bonus, 12 months of continued health benefits and 12 months of vesting credit under his outstanding equity awards.

 

The foregoing description of Mr. Hulse’s employment agreement is qualified in its entirety to the text of the employment agreement, filed as Exhibit 10.16 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013, which was filed with the SEC on May 10, 2013.

 

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SIGNATURE

 

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.

 

 

BOINGO WIRELESS, INC.

 

 

 

Date: December 28, 2015

By:

/s/ Peter Hovenier

 

 

Peter Hovenier

 

 

Chief Financial Officer

 

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