false
0001158463
0001158463
2024-05-17
2024-05-17
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 AIRWAYS CORP
ORATION
(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.
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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
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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:
NAME FOR AGAINST ABSTAIN BROKER
NON-VOTES
B. Ben Baldanza 165,315,565 17,640,333 428,430 81,831,101
Peter Boneparth 156,129,448 26,804,455 450,425 81,831,101
Monte Ford 165,210,200 17,669,267 504,861 81,831,101
Joanna Geraghty 178,537,188 4,432,293 414,847 81,831,101
Ellen Jewett 158,177,924 24,726,213 480,191 81,831,101
Robert Leduc 165,566,250 17,339,300 478,778 81,831,101
Teri McClure 127,941,733 54,938,681 503,914 81,831,101
Nik Mittal 165,336,810 17,541,503 506,015 81,831,101
Sarah Robb O'Hagan 163,248,420 19,671,495 464,413 81,831,101
Vivek Sharma 163,392,059 19,490,233 502,036 81,831,101
Thomas Winkelmann 158,042,856 24,856,683 484,789 81,831,101
2. The Company's stockholders did not approve the compensation of the
Company's named executive officers. The results were as follows:
Votes For 44,124,572
Votes Against 138,718,249
Abstentions 541,507
Broker Non-Votes 81,831,101
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 For 165,814,993
Votes Against 16,986,274
Abstentions 583,061
Broker Non-Votes 81,831,101
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 For 178,104,977
Votes Against 4,974,306
Abstentions 305,045
Broker Non-Votes 81,831,101
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 For 131,033,346
Votes Against 52,000,333
Abstentions 350,649
Broker Non-Votes 81,831,101
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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 For 240,196,274
Votes Against 23,326,180
Abstentions 1,692,975
Broker Non-Votes 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Number
10.1 Amendment to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan
10.2 Amendment to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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, 2024 By: /s/ Brandon Nelson
Brandon Nelson
General Counsel and Corporate Secretary
Exhibit 10.1
AMENDMENT TO THE JETBLUE AIRWAYS CORPORATION 2020 OMNIBUS EQUITY INCENTIVE PLAN
This Amendment (the "Amendment") to the JetBlue Airways Corporation 2020
Omnibus Equity Incentive Plan (as amended, the "Plan"), is made effective as
of the 17
th
day of May, 2024, by JetBlue Airways Corporation, a Delaware corporation (the
"Company").
1.
Amendment to Section 4.1 of the Plan. The first sentence of Section 4.1 of the
Plan is deleted in its entirety and replaced with the following:
Subject to the provisions of
Section 4.2
below, the maximum aggregate number of Shares which may be issued pursuant to
all Awards after the Effective Date of the Plan is 35,500,000 (the "Share
Reserve"), consisting of 15,000,000 new shares.
2. Continued Effect. Except as set forth herein, the Plan shall remain
unchanged and in full force and effect.
Exhibit 10.2
AMENDMENT TO THE JETBLUE AIRWAYS CORPORATION 2020 CREWMEMBER STOCK PURCHASE PLAN
This Amendment (the "Amendment") to the JetBlue Airways Corporation 2020
Crewmember Stock Purchase Plan (as amended, the "Plan"), is made effective as
of the 17
th
day of May, 2024, by JetBlue Airways Corporation, a Delaware corporation (the
"Company").
1.
Amendment to Section III.A of the Plan. The second sentence of Section III.A
of the Plan is deleted in its entirety and replaced with the following:
The maximum number of shares of Common Stock reserved for issuance over the
term of the Plan shall not exceed 52,530,985 shares, which shall be submitted
to the stockholders for approval, and approved by the stockholders at the May
2024 annual meeting.
2. Continued Effect. Except as set forth herein, the Plan shall remain
unchanged and in full force and effect.
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