JETBLUE AIRWAYS CORP
For the period ended May 17, 2024. Filed Apr 1, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 17, 2024 · Filed Apr 1, 2024
Use the contents to explore the available documents and sections.
Contents
PROXY STATEMENT SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER. PLEASE READ THE ENTIRE PROXY STATEMENT CAREFULLY BEFORE YOU VOTE.
Annual Stockholders Meeting (see pages 3-4)
| Date | Time | Place |
|---|---|---|
| May 17, 2024 | 9:00 a.m. (Eastern Daylight Time) | Via the Internet at www.virtualshareholdermeeting.com/jblu2024 |
**Record Date:**March 22, 2024
**Mailing Date:**This Proxy Statement was first mailed to stockholders on or about April 1, 2024.
**Meeting Agenda:**The virtual annual meeting will cover the proposals listed under voting matters and vote recommendations below, and any other business that may properly come before the meeting.
**Voting:**Stockholders as of the record date are entitled to vote. Each share of common stock of JetBlue Airways Corporation (“JetBlue” or the “Company”) is entitled to one vote for each director nominee and one vote for each of the proposals.
**Stock Symbol:**JBLU
**Exchange:**Nasdaq
**Common Stock Outstanding as of Record Date:**340,135,050
**Registrar & Transfer Agent:**Computershare Trust Company, N.A.
**State of Incorporation:**Delaware
**Corporate Headquarters:**27-01 Queens Plaza North, Long Island City, NY 11101
**Corporate Website:**www.jetblue.com
**Investor Relations Website:**http://investor.jetblue.com
Voting Matters and Vote Recommendations
| Proposals · Board Recommends · Reasons for Recommendation · See Page | ||||
|---|---|---|---|---|
| 1. | To elect eleven directors named in the Proxy Statement | Vote FOR | The Board of Directors (the “Board”) and its Governance and Nominating Committee believe each of the eleven director nominees possesses the skills and experience to effectively monitor performance, provide oversight and advise leadership on the Company’s long-term strategy. | 31 |
| 2. | To approve, on an advisory basis, the compensation of our named executive officers (“say-on-pay” vote) | Vote FOR | Our executive compensation programs demonstrate the execution of our pay for performance philosophy. | 40 |
| 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 (“DGCL”) | Vote FOR | The Board believes the proposed amendment to the JetBlue Airways Corporation Amended and Restated Certificate of Incorporation is in the best interests of the Company and its stockholders. | 76 |
| JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 5 |
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| Proposals · Board Recommends · Reasons for Recommendation · See Page | ||||
|---|---|---|---|---|
| 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 | Vote FOR | The Board believes the proposed amendment to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan is in the best interests of the Company and its stockholders. | 78 |
| 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 | Vote FOR | The Board believes the proposed amendment to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan is in the best interests of the Company and its stockholders. | 84 |
| 6. | To ratify the selection of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | Vote FOR | Based on the Audit Committee’s assessment of EY’s qualifications and performance, the Board and the Audit Committee believe EY’s retention for fiscal year 2024 is in the best interests of the Company and its stockholders. | 95 |
| HOW DO I VOTE? | |||
|---|---|---|---|
| BY INTERNET Vote your shares at www.proxyvote.com Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote. | BY TELEPHONE Call 1-800-690-6903 (toll-free) Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote. | BY MAIL Sign, date and return the enclosed proxy card or voting instruction form If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares. | AT THE MEETING Vote online during the meeting See p. 100 “Questions and Answers About the Annual Meeting and Voting” for details about voting at the meeting. |
| JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 6 |
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Our Director Nominees
| Other · Committee Memberships* | ||||
|---|---|---|---|---|
| Name · Age · Director since · Independent · Public Boards · Audit · Comp · Airline Safety · G&N · ESG Subcommittee · Finance · Technology | ||||
| B. Ben Baldanza | 62 | 2018 | Y | 1 |
| Peter Boneparth Independent Board Chair | 64 | 2008 | Y | 1 |
| Monte Ford | 64 | 2021 | Y | 3 |
| Joanna Geraghty | 51 | 2024 | N | 1 |
| Ellen Jewett | 65 | 2011 | Y | 1 |
| Robert Leduc | 68 | 2020 | Y | 2 |
| Teri McClure | 60 | 2019 | Y | 3 |
| Nik Mittal | 52 | 2022 | Y | — |
| Sarah Robb O’Hagan | 51 | 2018 | Y | — |
| Vivek Sharma | 49 | 2019 | Y | — |
| Thomas Winkelmann | 64 | 2013 | Y | — |
| Chair | |
| Member | |
| Financial Expert | |
| * | Memberships as of the 2024 annual meeting. |
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| JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 7 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.