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): November 11, 2009

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State of Other Jurisdiction of Incorporation)

000-49728
(Commission File Number) 87-0617894
(I.R.S. Employer Identification No.)

118-29 Queens Boulevard, Forest Hills, New
York
(Address of principal executive offices) 11375
(Zip Code)

(718) 286-7900
(Registrant’s telephone number, including area code)

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 Principal Officers; Election of Directors; Appointment of Principal Officers

(e) On November 11, 2009, JetBlue Airways Corporation (the “Company”) and Mr. Chew entered into an agreement governing Mr. Chew’s service to the Company as a senior advisor through May 31, 2010, which included termination of his employment agreement, customary provisions and releases. The material compensatory terms of the agreement are substantially similar to those of his employment contract as previously disclosed, and include, subject to certain terms and conditions, payment of his salary, 2009 bonus, and housing allowance with related benefits. In addition, Mr. Chew will receive flight benefits through May 2013, subject to the terms of the Company’s pass travel programs. Mr. Chew is not eligible for equity grants under his senior advisor agreement.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 12, 2009, the Board of Directors of the Company (the “Board”) approved a policy by which a director who receives more “withheld” votes than “for” votes in an uncontested election of directors shall submit a resignation to the Board. The Board will either accept the resignation or disclose its reasons for not accepting the resignation in a report filed with the Commission within 90 days of the certification of election results. The policy is embedded in the Company’s governance guidelines and in its amended bylaws which amendment is attached as Exhibit 3.3(f) to this report and to which reference is made.

Item 8.01 Other Events

See item 5.03.

Also on November 12, 2009, the Board approved the adoption of an executive compensation “clawback” policy under with it will require reimbursement of all or a portion of any bonus, incentive payment, or equity-based award granted to or received by any executive officer and certain other officers after January 1, 2010 where: a) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement, b) in the Board’s view the executive engaged in willful misconduct that caused or partially caused the need for the restatement, and c) a lower payment would have been made to the executive based upon the restated financial results.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Title
3.3(f)	Amendment to the Company’s Fifth Amended and Restated Bylaws

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: November 16, 2009	By:	/s/ DONALD DANIELS
		Vice President, Controller and Chief
		Accounting Officer (principal accounting officer)

Exhibit Index

Exhibit	Title
3.3(f)	Amendment to the Company’s Fifth Amended and Restated Bylaws

EX-3.3.F

Exhibit 3.3(f)

Article III of the Company’s bylaws shall be, and is, amended in its entirety to read as follows (new language underscored, removed language struck through):

ARTICLE III

DIRECTORS

     SECTION 1. The number of directors of this corporation that shall constitute the whole board shall be determined by resolution of the Board of Directors; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of an incumbent director. Beginning with the 2009 annual meeting of stockholders, each director who is elected or appointed at or after the 2009 annual meeting of stockholders shall hold office until the next annual meeting of stockholders or until such director’s prior death, disability, resignation, retirement, disqualification or removal from office. Directors elected prior to or at the 2009 annual meeting of stockholders, including those elected at the 2008 annual meeting of stockholders, shall continue to hold office until the expiration of the three-year terms for which they were elected, subject to such directors’ prior death, disability, resignation, retirement, disqualification or removal from office. Any person elected to a newly-created director position or any person elected to fill a vacancy on the Board of Directors shall serve until the next annual meeting of stockholders and until a successor has been elected and qualified, subject to such director’s prior death, disability, resignation, retirement, disqualification or removal from office. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

     SECTION 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or until such directors’ prior death, disability, resignation, retirement, disqualification or removal from office. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

     SECTION 3. (A) Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. Any such resignation shall take effect at the time received by the corporation, unless the resignation specifies a later effective date or an effective date determined upon the happening of one or more events, such as failing to receive a specified vote for re-election as a director.

     (B) If a director were to submit a resignation that was conditioned upon the director failing to receive a specified vote for re-election as a director, the director may provide that such resignation is irrevocable.

     (C) If an incumbent director receives more “withheld” votes than “for” votes in an uncontested election of directors, the director agrees that he or she shall submit a letter of resignation to the Board of Directors within ten days following the certification of the election results. The Board of Directors shall, no later than 90 days following the date of the certification of the election results, consider the attendant circumstances, recommendations and any other factors it deems relevant and determine whether to accept the director’s resignation. If the Board of Directors determines not to accept the director’s resignation, then such resignation shall not be

effective with respect to the applicable election. The Board of Directors will promptly disclose its decision regarding the tendered resignation, including its rationale for accepting or rejecting the resignation offer, by furnishing a report with the Securities and Exchange Commission.

     (D) For purposes of this Section 3, an “uncontested election” shall mean an election of directors where the only nominees are those nominated by the Board of Directors.

     SECTION 3 4. The business of the corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.