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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): May 17, 2024
jetblue-logob76.jpg
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware000-4972887-0617894
(State or other jurisdiction of incorporation) (Commission File Number)(I.R.S. Employer Identification No.)
27-01 Queens Plaza North
Long Island City
New York
11101
(Address of principal executive offices)  (Zip Code)
(718) 286-7900
(Registrant’s telephone number, including area code)

N/A
(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:

☐ 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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueJBLUThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.
Plan Amendments
The Board of Directors (the “Board”) of JetBlue Airways Corporation (“JetBlue” or the “Company”) previously adopted an amendment (the “Omnibus Plan Amendment”) to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan (the “Omnibus Plan”) and an amendment (the “Stock Purchase Plan Amendment”) to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan (the “2020 Stock Purchase Plan”), in each case subject to stockholder approval. As described below, the Omnibus Plan Amendment and the Stock Purchase Plan Amendment were each approved by the Company’s stockholders on May 17, 2024 at the 2024 Annual Meeting of the Stockholders of the Company (the “Annual Meeting”).
The Omnibus Plan Amendment increased the aggregate number of shares of common stock that may be issued pursuant to awards under the Omnibus Plan by 15,000,000 shares, thereby increasing the share limit to 35,500,000 shares. The Stock Purchase Plan Amendment increased the aggregate number of shares of common stock that may be issued pursuant to awards under the 2020 Stock Purchase Plan by 25,000,000 shares, thereby increasing the share limit to 52,530,985 shares.
The foregoing descriptions of the Omnibus Plan Amendment and the Stock Purchase Plan Amendment are qualified in their entirety by reference to the text of such amendments, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Director Appointments
On May 17, 2024, the Board increased the number of members of the Board to thirteen and appointed Mr. Jesse Lynn and Mr. Steven Miller to fill the newly created vacancies, effective immediately, in each case for a term expiring at the Company’s 2025 annual meeting of stockholders or until his earlier death, resignation, disqualification or removal. Messrs. Lynn and Miller were appointed to the Board pursuant to the terms of the Director Appointment and Nomination Agreement, dated as of February 16, 2024, by and among the Company, Carl C. Icahn and the other persons and entities listed therein, as previously described in the Current Report on Form 8-K filed by the Company on February 16, 2024.
The Board has appointed Messrs. Lynn and Miller to serve as independent members of the Audit Committee. There are no transactions in which Messrs. Lynn or Miller have an interest requiring disclosure under Item 404(a) of Regulation S-K. Messrs. Lynn and Miller will be compensated in accordance with the Company’s publicly disclosed director compensation policies. Messrs. Lynn and Miller have each entered into the Company’s standard indemnification agreement for directors and officers.
Hayes Transition Agreement Termination
As previously disclosed by the Company, on February 11, 2024 the Company and its former Chief Executive Officer, Robin Hayes, entered into a Transition Agreement and General Release (the “Transition Agreement”), pursuant to which, following Mr. Hayes’ retirement from his position as Chief Executive Officer effective as of February 12, 2024, Mr. Hayes would serve as a strategic advisor to the Company through September 1, 2024 or such earlier date as provided in the Transition Agreement. On May 17, 2024, Mr. Hayes notified the Company of his intent to terminate the Transition Agreement on June 2, 2024. As such, on June 2, 2024, the Transition Agreement will terminate in accordance with its terms, and Mr. Hayes will no longer provide advisory services to the Company following such date.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 17, 2024. There were 340,135,050 shares of common stock entitled to be voted, and 265,215,429 shares present in person or represented by proxy at the Annual Meeting. The stockholders of the Company voted on six items:
1.To elect eleven directors named in the proxy statement;
2.To approve, on an advisory basis, the compensation of the Company’s named executive officers;
3.To approve an amendment to the JetBlue Airways Corporation Amended and Restated Certificate of Incorporation in order to provide for exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware;
4.To approve an amendment to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan to increase the number of shares of common stock authorized for issuance;
5.To approve an amendment to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized for issuance; and


6.To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The results were as follows:
1.The Company’s stockholders elected each of the nominees for director listed in the proxy statement. The results were as follows:
NAMEFORAGAINSTABSTAINBROKER
NON-VOTES
B. Ben Baldanza165,315,56517,640,333428,43081,831,101
Peter Boneparth156,129,44826,804,455450,42581,831,101
Monte Ford165,210,20017,669,267504,86181,831,101
Joanna Geraghty178,537,1884,432,293414,84781,831,101
Ellen Jewett158,177,92424,726,213480,19181,831,101
Robert Leduc165,566,25017,339,300478,77881,831,101
Teri McClure127,941,73354,938,681503,91481,831,101
Nik Mittal165,336,81017,541,503506,01581,831,101
Sarah Robb O’Hagan163,248,42019,671,495464,41381,831,101
Vivek Sharma163,392,05919,490,233502,03681,831,101
Thomas Winkelmann158,042,85624,856,683484,78981,831,101
2. The Company’s stockholders did not approve the compensation of the Company’s named executive officers. The results were as follows:
Votes For44,124,572
Votes Against138,718,249
Abstentions541,507
Broker Non-Votes81,831,101
3. The Company’s stockholders did not approve the amendment to the JetBlue Airways Corporation Amended and Restated Certificate of Incorporation in order to provide for exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware. The results were as follows:
Votes For165,814,993
Votes Against16,986,274
Abstentions583,061
Broker Non-Votes81,831,101
4. The Company’s stockholders approved the amendment to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan to increase the number of shares of common stock authorized for issuance. The results were as follows:
Votes For178,104,977
Votes Against4,974,306
Abstentions305,045
Broker Non-Votes81,831,101
5. The Company’s stockholders approved the amendment to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan to increase the number of shares of common stock authorized for issuance. The results were as follows:
Votes For131,033,346
Votes Against52,000,333
Abstentions350,649
Broker Non-Votes81,831,101


6. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results were as follows:
Votes For240,196,274
Votes Against23,326,180
Abstentions1,692,975
Broker Non-Votes0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number		  Description
10.1
10.2
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 thereunto duly authorized.

JETBLUE AIRWAYS CORPORATION
(Registrant)
Date:May 23, 2024By:/s/ Brandon Nelson
Brandon Nelson
General Counsel and Corporate Secretary