Current Report Filing (8-k)
May 20 2020 - 4:47PM
Edgar (US Regulatory)
false0001158463
0001158463
2020-05-14
2020-05-14
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 14, 2020
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-49728
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87-0617894
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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27-01 Queens Plaza North
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Long Island City
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New York
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11101
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(Address of principal executive offices)
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(Zip Code)
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(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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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JBLU
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The NASDAQ Stock Market LLC
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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 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the Company’s stockholders was held on May 14, 2020 (the “Annual Meeting”). There were 269,707,459 shares of common stock entitled to be voted, and 252,908,495 shares present in person or represented by proxy at the Annual Meeting. The stockholders of the Company voted on eight items:
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1.
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To elect ten directors named in the proxy statement;
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2.
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To approve, on an advisory basis, the compensation of our named executive officers;
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3.
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To approve the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan;
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4.
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To approve the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan;
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5.
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To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
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6.
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To approve an amendment of the Company's certificate of incorporation to provide stockholders with the right to request that the Company call a special meeting;
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7.
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To approve an amendment of the Company's certificate of incorporation to provide stockholders with the right to act by written consent;
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8.
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To vote on the stockholder proposal relating to stockholder approval of bylaw amendments, if properly presented at the meeting.
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The results are as follows:
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1.
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The nominees for director received the following votes:
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NAME
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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B. Ben Baldanza
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214,217,311
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4,188,235
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416,232
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34,086,717
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Peter Boneparth
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214,109,812
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4,297,548
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414,418
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34,086,717
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Virginia Gambale
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213,400,075
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5,024,693
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397,010
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34,086,717
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Robin Hayes
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217,969,724
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473,783
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378,271
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34,086,717
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Ellen Jewett
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216,208,710
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2,210,619
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402,449
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34,086,717
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Robert Leduc
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217,941,872
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454,539
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425,367
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34,086,717
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Teri McClure
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217,421,484
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992,280
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408,014
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34,086,717
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Sarah Robb O’Hagan
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217,737,292
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697,226
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387,260
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34,086,717
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Vivek Sharma
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217,898,435
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517,974
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405,369
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34,086,717
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Thomas Winkelmann
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216,355,959
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2,059,491
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406,328
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34,086,717
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2.
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The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes:
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Votes For
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209,749,415
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Votes Against
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8,588,056
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Abstentions
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484,307
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Broker non-votes
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34,086,717
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3.
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The proposal to approve the Company's 2020 Omnibus Equity Incentive Plan received the following votes:
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Votes For
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212,961,328
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Votes Against
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5,477,601
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Abstentions
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382,849
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Broker non-votes
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34,086,717
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4.
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The proposal to approve the Company's 2020 Crewmember Stock Purchase Plan received the following votes:
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Votes For
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216,352,679
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Votes Against
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2,296,690
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Abstentions
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172,409
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Broker non-votes
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34,086,717
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5.
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The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 received the following votes:
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Votes For
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248,487,616
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Votes Against
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3,894,799
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Abstentions
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526,080
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There were no broker non-votes for this item.
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6.
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The proposal to approve an amendment to the Company's certificate of incorporation to provide stockholders with the right to request that the Company call a special meeting received the following votes:
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Votes For
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218,029,276
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Votes Against
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514,820
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Abstentions
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277,682
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Broker non-votes
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34,086,717
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7.
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The proposal to approve an amendment to the Company's certificate of incorporation to provide stockholders with the right to act by written consent received the following votes:
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Votes For
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217,652,556
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Votes Against
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867,932
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Abstentions
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301,290
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Broker non-votes
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34,086,717
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8.
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The stockholder proposal regarding stockholder approval of bylaw amendments received the following votes:
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Votes For
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4,107,029
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Votes Against
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213,696,670
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Abstentions
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1,018,079
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Broker non-votes
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34,086,717
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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3.1
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3.2
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3.3
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10.31
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10.35
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104
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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.
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JETBLUE AIRWAYS CORPORATION
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(Registrant)
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Date:
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May 20, 2020
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By:
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/s/ Alexander Chatkewitz
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Vice President, Controller, and Chief Accounting Officer
(Principal Accounting Officer)
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