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 13, 2021
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 13, 2021 (the "Annual Meeting"). There were 316,636,886 shares of common stock entitled to be voted, and 277,324,817 shares present in person or represented by proxy at the Annual Meeting. The stockholders of the Company voted on four items:
1.To elect ten directors named in the proxy statement;
2.To approve, on an advisory basis, the compensation of the Company’s named executive officers;
3.To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and
4.To vote on a stockholder proposal to reduce the special meeting threshold, if properly presented at the Annual 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 | 223,851,355 | | 6,388,487 | | 470,876 | | 46,614,099 | |
| Peter Boneparth | 228,070,674 | | 2,157,770 | | 482,274 | | 46,614,099 | |
| Monte Ford | 228,784,223 | | 1,445,674 | | 480,821 | | 46,614,099 | |
| Robin Hayes | 229,734,225 | | 526,240 | | 450,253 | | 46,614,099 | |
| Ellen Jewett | 228,756,169 | | 1,487,861 | | 466,688 | | 46,614,099 | |
| Robert Leduc | 229,635,528 | | 581,660 | | 493,530 | | 46,614,099 | |
| Teri McClure | 222,013,365 | | 8,229,124 | | 468,229 | | 46,614,099 | |
| Sarah Robb O'Hagan | 229,715,112 | | 531,507 | | 464,099 | | 46,614,099 | |
| Vivek Sharma | 229,656,418 | | 583,261 | | 471,039 | | 46,614,099 | |
| Thomas Winkelmann | 228,695,811 | | 1,489,280 | | 525,627 | | 46,614,099 | |
2.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes:
| | | | | |
| Votes For | 223,450,258 | |
| Votes Against | 6,693,975 | |
| Abstentions | 566,485 | |
| Broker non-votes | 46,614,099 | |
3.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, 2021 received the following votes:
| | | | | |
| Votes For | 272,560,616 | |
| Votes Against | 4,130,366 | |
| Abstentions | 633,835 | |
There were no broker non-votes for this item.
4.The stockholder proposal to reduce the special meeting threshold received the following votes:
| | | | | |
| Votes For | 63,932,448 | |
| Votes Against | 165,945,167 | |
| Abstentions | 833,103 | |
| Broker non-votes | 46,614,099 | |
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 17, 2021 | By: | /s/ Alexander Chatkewitz |
| | | Vice President, Controller, and Chief Accounting Officer
(Principal Accounting Officer) |
