Form 8-K - Current report

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): January 29, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2024, JetBlue Airways Corporation (“JetBlue” or the “Company”) announced the appointment of Warren Christie as Chief Operating Officer of the Company, effective February 12, 2024. Mr. Christie will lead the airline’s day-to-day operational performance, with oversight of JetBlue’s airports, flight operations (pilots), inflight experience, safety, security, system operations, and technical operations (maintenance) functions, as well as JetBlue University (“JBU”). In connection with his appointment, Mr. Christie was also designated by the Company’s Board of Directors as principal operating officer of the Company.

Mr. Christie, 57, currently serves as the Company’s Head of Safety, Security, Fleet Operations, Airports, and JBU, a position he assumed in 2022. He oversees flight operations, technical operations, and airport operations at 100+ cities, along with ground and flight safety programs, security initiatives, and JBU. His aviation career spans over 30 years. In 1988 he was commissioned as an Officer in the United States Navy where he piloted the F/A-18 Hornet. He served as a Naval Aviator and instructed at the Navy Fighter Weapons School (TOPGUN) where he led staff and student training and was responsible for the design of the graduate level strike-fighter tactics training curriculum. Mr. Christie joined the Company in 2003 and has served in various other leadership positions including: Head of Safety, Security, Fleet Operations and JBU from 2021 to 2022, Head of Safety, Security and Fleet Operations from 2019 to 2021, and prior to that, Senior Vice President, Regulatory and Training; Vice President, Operations Planning and Training; and Vice President, JBU.

In connection with Mr. Christie’s appointment, he will receive an annual base salary of $530,000 and be eligible for a bonus opportunity of 90% of base salary at target. He will also have a long-term performance-based target equity opportunity of $1,200,000, 50% in performance stock units and 50% in restricted stock units (“RSUs”), pursuant to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan. The RSUs will vest in three equal annual installments commencing on the first anniversary of the grant date. In addition, Mr. Christie will be eligible to continue to participate in the Company’s equity and benefit programs commensurate with other crewleaders of his level.

Mr. Christie will enter into the Company’s standard form of indemnification agreement in the form filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2021.

There are no arrangements or understandings between Mr. Christie and any other person pursuant to which he was appointed. Mr. Christie has no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Christie has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The public announcement regarding the foregoing appointment described in Item 5.02 of this Current Report on Form 8-K was made by means of a press release on January 29, 2024, which is furnished herewith as Exhibit 99.1.

The information included under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number						Description
99.1*						Press Release of JetBlue, dated January 29 , 20 24
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

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:

January 29, 2024

By:

/s/ Brandon Nelson

Brandon Nelson

General Counsel and Corporate Secretary

PRESS RELEASE

JetBlue Names Warren Christie Chief Operating Officer

President & COO Joanna Geraghty Transitions to CEO, Effective February 12, 2024

NEW YORK (January 29, 2024) – JetBlue Airways (NASDAQ: JBLU) today announced the promotion of Warren Christie to chief operating officer effective February 12, 2024, concurrent with the previously announced transition of current president and chief operating officer Joanna Geraghty to the role of chief executive officer. Christie will report to Geraghty.

“I’m thrilled that my first leadership appointment is to promote Warren into the role of chief operating officer, where he will help lead our teams in our effort to improve reliability and restore profitability in our airline,” said Geraghty. “With 35 years of aviation experience – 21 of those at JetBlue – he is well positioned to help us tackle the unique challenges we face while continuing to lead with safety as a core element of our culture.”

Christie currently serves as head of safety, security, fleet operations, airports and JetBlue University. In his newly expanded role, Christie will lead the airline’s day-to-day operational performance assuming responsibility for the airline’s safe and reliable operations, overseeing JetBlue’s airports, flight ops, inflight experience, safety, security, system operations, and technical operations functions, as well as JetBlue University’s training academy.

Christie said: “JetBlue has a beloved brand and culture, and to keep customers coming back we must run a reliable operation and deliver on JetBlue’s award-winning service consistently. I will work to ensure our frontline crewmembers have the right systems, resources, and tools to support their continued success.”

Christie has a robust aviation career spanning 30+ years. After graduating from the University of Notre Dame in 1988, he was commissioned as an Officer in the United States Navy where he piloted the F/A-18 Hornet. He served as a Naval Aviator and instructed at the Navy Fighter Weapons School (TOPGUN) where he led staff and student training and was responsible for the design of the graduate level strike-fighter tactics training curriculum.

Christie joined JetBlue in 2003 holding a variety of roles of increasing responsibility, including vice president, operations planning and training; vice president, JetBlue University; senior vice president, safety, security, and air operations; senior vice president, regulatory and training; and senior vice president, safety, security, fleet operations, airports and JetBlue University.

About JetBlue

JetBlue is New York's Hometown Airline®, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando and San Juan. JetBlue, known for its low fares and great service, carries customers to more than 100 destinations throughout the United States, Latin America, the Caribbean, Canada and Europe. For more information and the best fares, visit jetblue.com.

Cautionary Language Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “expects,” “plans,” “intends,” “anticipates,” “indicates,” “remains,” “believes,” “estimates,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “goals,” “targets” or the negative of these terms or other similar expressions. Additionally, forward-looking statements include statements that do not relate solely to historical facts,

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PRESS RELEASE

such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. Forward-looking statements contained in this press release include, without limitation, statements regarding executive transitions. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, the occurrence of any event, change or other circumstances, including outcomes of legal proceedings, that could give rise to the right of JetBlue or Spirit or either party to terminate the Merger Agreement; risks related to the long-term nature of our fleet order book; volatility in fuel prices and availability of fuel; increased maintenance costs associated with fleet age; costs associated with salaries, wages and benefits; risks associated with a potential material reduction in the rate of interchange reimbursement fees; risks associated with doing business internationally; our reliance on high daily aircraft utilization; our dependence on the New York metropolitan market; risks associated with extended interruptions or disruptions in service at our focus cities; risks associated with airport expenses; risks associated with seasonality and weather; our reliance on a limited number of suppliers for our aircraft, engines, and our Fly-Fi® product; risks related to new or increased tariffs imposed on commercial aircraft and related parts imported from outside the United States; the outcome of legal proceedings with respect to our NEA with American Airlines and our wind-down of the NEA; failure to obtain certain governmental approvals necessary to consummate the Merger; the outcome of the lawsuit filed by the Department of Justice and certain state Attorneys General against us and Spirit related to the Merger; risks associated with failure to consummate the Merger in a timely manner or at all; risks associated with the pendency of the Merger and related business disruptions; indebtedness following consummation of the Merger and associated impacts on business flexibility, borrowing costs and credit ratings; the possibility that JetBlue may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all; challenges associated with successful integration of Spirit's operations; expenses related to the Merger and integration of Spirit; the potential for loss of management personnel and other key crewmembers as a result of the Merger; risks associated with effective management of the combined company following the Merger; risks associated with JetBlue being bound by all obligations and liabilities of the combined company following consummation of the Merger; risks associated with the integration of JetBlue and Spirit workforces, including with respect to negotiation of labor agreements and labor costs; the impact of the Merger on JetBlue’s earnings per share; risks associated with cybersecurity and privacy, including potential disruptions to our information technology systems or information security breaches; heightened regulatory requirements concerning data security compliance; risks associated with reliance on, and potential failure of, automated systems to operate our business; our inability to attract and retain qualified crewmembers; our being subject to potential unionization, work stoppages, slowdowns or increased labor costs; reputational and business risk from an accident or incident involving our aircraft; risks associated with damage to our reputation and the JetBlue brand name; our significant amount of fixed obligations and the ability to service such obligations; our substantial indebtedness and impact on our ability to meet future financing needs; financial risks associated with credit card processors; restrictions as a result of our participation in governmental support programs under the CARES Act, the Consolidated Appropriations Act, and the American Rescue Plan Act; risks associated with seeking short-term additional financing liquidity; failure to realize the full value of intangible or long-lived assets, causing us to record impairments; risks associated with disease outbreaks or environmental disasters affecting travel behavior; compliance with environmental laws and regulations, which may cause us to incur substantial costs; the impacts of federal budget constraints or federally imposed furloughs; impact of global climate change and legal, regulatory or market response to such change; increasing attention to, and evolving expectations regarding, environmental, social and governance matters; changes in government regulations in our industry; acts of

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PRESS RELEASE

war or terrorism; and changes in global economic conditions or an economic downturn leading to a continuing or accelerated decrease in demand for air travel.

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. You should understand that many important factors, in addition to those discussed or incorporated by reference in this press release, could cause our results to differ materially from those expressed in the forward-looking statements. Further information concerning these and other factors is contained in JetBlue's filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to our Annual Report on Form 10-K for the year ended December 31, 2022, as updated by our other SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2023, to be filed with the SEC. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur. Our forward-looking statements speak only as of the date of this press release. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact

JetBlue Corporate Communications

Tel: +1.718.709.3089

corpcomm@jetblue.com

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Document and Entity Information	Jan. 29, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001158463
Document Type	8-K
Document Period End Date	Jan. 29, 2024
Entity Registrant Name	JETBLUE AIRWAYS CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	000-49728
Entity Tax Identification Number	87-0617894
Entity Address, Address Line One	27-01 Queens Plaza North
Entity Address, City or Town	Long Island City
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11101
City Area Code	718
Local Phone Number	286-7900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	JBLU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false