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.

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Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On July 13, 2020, Global Eagle Entertainment Inc. ("we" or the "Company")


    held our 2020 annual stockholders' meeting (the "Annual Meeting").

(b) 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.

1. 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:





                                             Votes                           Broker
            Nominees        Votes For       Against       Abstentions      Non-Votes
        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

2. Approve (on an advisory basis) the compensation of our Named Executive


    Officers for 2019




              Votes For   Votes Against   Abstentions   Broker Non-Votes
              2,085,937      23,163          1,306          916,610

3. 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   Abstentions
                     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.





4.  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   Abstentions   Broker Non-Votes
              2,939,664      60,394         26,958             0

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



                   Exhibit No.            Description

                   10.1            Form of Letter Agreement

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