8-K

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 8, 2022 

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-49728		87-0617894
(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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	JBLU	The 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 Principal Officers; Election of Directors; Appointment of Principal Officers

(e)        On December 8, 2022, JetBlue Airways Corporation (the “Company”) and Mr. Robin Hayes, the Company’s Chief Executive Officer, executed an amendment to Mr. Hayes’ employment agreement, extending his term of employment for an additional two years, through September 1, 2025. The remaining terms of Mr. Hayes’ employment agreement are unchanged.

The Board of Directors of the Company approved this change to Mr. Hayes’ employment agreement, at the recommendation of the Compensation Committee.

Item 9.01 Financial Statements and Exhibits

(d)       Exhibits

Number	Description
10.41(d)	Amendment No. 4 to the Employment Agreement between JetBlue Airways Corporation and Robin Hayes, dated December 8, 2022
104	Cover 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:	December 9, 2022	By:	/s/ Al Spencer
			Al Spencer
			Vice President, Controller and Principal Accounting Officer

EX-10.41(D)

AMENDMENT NO. 4

TO THE EMPLOYMENT AGREEMENT

BETWEEN

JETBLUE AIRWAYS CORPORATION

AND ROBIN HAYES

This AMENDMENT NO. 4 (the “Amendment”) to the Employment Agreement, dated February 16, 2015 and amended on February 16, 2017, on February 13, 2020 and September 5, 2021 (collectively, the “Prior Agreement”), by and between JETBLUE AIRWAYS CORPORATION, a Delaware corporation (the “Company”), and ROBIN HAYES (the “Executive”), is hereby entered into this 8th day of December 2022.

WHEREAS, the Company and the Executive previously entered into the Prior Agreement; and

WHEREAS, the Company and the Executive desire to provide for the continued employment of the Executive on the terms and conditions contained in the Prior Agreement, as modified by this Amendment;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Section 2 of the Prior Agreement is replaced in its entirety by the following:

“2.    Term of Employment. The Executive’s employment under this Agreement commenced on February 16, 2015 (the “Effective Date”). On December 8, 2022, the Board of Directors of the Company (the “Board”) exercised its discretion to extend the term of the Agreement (the “Term”), such that the Executive’s employment shall terminate on the earlier of (i) September 1, 2025 or (ii) the termination of the Executive’s employment under this Agreement.”

2. All remaining terms of the Prior Agreement shall continue in full force and effect, as amended hereby.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer pursuant to the authority of its Board, and the Executive has executed this Amendment, as of the date set forth above.

JETBLUE AIRWAYS CORPORATION

By: /s/ Laurie Villa                             

Name: Laurie Villa

Chief People Officer

EXECUTIVE

By: /s/ Robin Hayes                                     

Name: Robin Hayes

Dated: December 8, 2022

XML

Cover	Dec. 08, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 2022
Entity File Number	000-49728
Entity Registrant Name	JETBLUE AIRWAYS CORPORATION
Entity Central Index Key	0001158463
Entity Tax Identification Number	87-0617894
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	27-01 Queens Plaza North
Entity Address, City or Town	Long Island City
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11101
City Area Code	(718)
Local Phone Number	286-7900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	JBLU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false