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): February 16, 2023
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 16, 2023, the Board of Directors (the “Board”) of JetBlue Airways Corporation (the “Company”) amended and restated the Company’s bylaws (the “Bylaws”). The amendments (a) revise Article II, Section 11 and Article III, Section 5 with respect to the nomination of directors and the solicitation of proxies, including with respect to compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”) and (b) to implement ministerial and conforming changes.
The summary of the amendments above is qualified in its entirety by reference to the complete copy of the Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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: | February 17, 2023 | By: | /s/ Brandon Nelson |
| | | | Brandon Nelson General Counsel and Corporate Secretary |
