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-LOGOB94.JPG
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 5.07 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:

1.
To elect ten directors named in the proxy statement;
2.
To approve, on an advisory basis, the compensation of our named executive officers;
3.
To approve the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan;
4.
To approve the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan;
5.
To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020;
6.
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;
7.
To approve an amendment of the Company's certificate of incorporation to provide stockholders with the right to act by written consent;
8.
To vote on the stockholder proposal relating to stockholder approval of bylaw amendments, if properly presented at the meeting.

The results are as follows:

1.
The nominees for director received the following votes:
NAME
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
B. Ben Baldanza
214,217,311

4,188,235

416,232

34,086,717

Peter Boneparth
214,109,812

4,297,548

414,418

34,086,717

Virginia Gambale
213,400,075

5,024,693

397,010

34,086,717

Robin Hayes
217,969,724

473,783

378,271

34,086,717

Ellen Jewett
216,208,710

2,210,619

402,449

34,086,717

Robert Leduc
217,941,872

454,539

425,367

34,086,717

Teri McClure
217,421,484

992,280

408,014

34,086,717

Sarah Robb O’Hagan
217,737,292

697,226

387,260

34,086,717

Vivek Sharma
217,898,435

517,974

405,369

34,086,717

Thomas Winkelmann
216,355,959

2,059,491

406,328

34,086,717


2.
The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes:
Votes For
209,749,415

Votes Against
8,588,056

Abstentions
484,307

Broker non-votes
34,086,717


3.
The proposal to approve the Company's 2020 Omnibus Equity Incentive Plan received the following votes:
Votes For
212,961,328

Votes Against
5,477,601

Abstentions
382,849

Broker non-votes
34,086,717






4.
The proposal to approve the Company's 2020 Crewmember Stock Purchase Plan received the following votes:
Votes For
216,352,679

Votes Against
2,296,690

Abstentions
172,409

Broker non-votes
34,086,717


5.
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:
Votes For
248,487,616

Votes Against
3,894,799

Abstentions
526,080


There were no broker non-votes for this item.

6.
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:
Votes For
218,029,276

Votes Against
514,820

Abstentions
277,682

Broker non-votes
34,086,717


7.
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:
Votes For
217,652,556

Votes Against
867,932

Abstentions
301,290

Broker non-votes
34,086,717


8.
The stockholder proposal regarding stockholder approval of bylaw amendments received the following votes:
Votes For
4,107,029

Votes Against
213,696,670

Abstentions
1,018,079

Broker non-votes
34,086,717

















Item 9.01 Financial Statements and Exhibits.
(d) Exhibits











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 20, 2020
By:
/s/ Alexander Chatkewitz
 
 
 
Vice President, Controller, and Chief Accounting Officer
(Principal Accounting Officer)



JetBlue Airways (NASDAQ:JBLU)
Historical Stock Chart
From Jun 2020 to Jul 2020 Click Here for more JetBlue Airways Charts.
JetBlue Airways (NASDAQ:JBLU)
Historical Stock Chart
From Jul 2019 to Jul 2020 Click Here for more JetBlue Airways Charts.