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 of Boingo Wireless, Inc. (the "Company") has appointed Peter Hovenier, the Company's Senior Vice President of Finance, as the Company's new Chief Financial Officer, effective November 14, 2012. Mr. Hovenier has served as the Company's Senior Vice President of Finance since June 2007, and served as the Company's Vice President of Finance and Administration from June 2002 to June 2007.

Prior to joining the Company, Mr. Hovenier was Vice President Finance and Administration of Frontera Corporation, an application service provider. Prior to Frontera, he held financial management positions with GeoCities, a web-hosting service; MGM Studios, a media company; and Wyndham Hotels Corporation, a hospitality company. In 1995, Mr. Hovenier became a Certified Public Accountant in the State of Washington. Mr. Hovenier received a B.A. in Accounting from Western Washington University.

There are no family relationships between Mr. Hovenier and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Edward Zinser's employment with the Company ended on November 14, 2012. As provided in his employment agreement, upon signing a release agreement, Mr. Zinser will receive (i) twelve months of salary continuation, (ii) $213,512 in accrued bonus, (iii) $10,719 for twelve months of health insurance premiums and (iv) twelve months of additional vesting credit with respect to his Company stock options.

Item 7.01. Regulation FD Disclosure.

On November 15, 2012, the Company issued a press release announcing the management changes set forth in Item 5.02 of this Form 8-K. A copy of the Company's press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description

99.1 Boingo Wireless, Inc. Press Release dated November 15, 2012

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