JetBlue Airways Corporation
05/23/2024 | Press release | Distributed by Public on 05/23/2024 04:11
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Plan Amendments
The Board of Directors (the "Board") of JetBlue Airways Corporation ("JetBlue" or the "Company") previously adopted an amendment (the "Omnibus Plan Amendment") to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan (the "Omnibus Plan") and an amendment (the "Stock Purchase Plan Amendment") to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan (the "2020 Stock Purchase Plan"), in each case subject to stockholder approval. As described below, the Omnibus Plan Amendment and the Stock Purchase Plan Amendment were each approved by the Company's stockholders on May 17, 2024 at the 2024 Annual Meeting of the Stockholders of the Company (the "Annual Meeting").
The Omnibus Plan Amendment increased the aggregate number of shares of common stock that may be issued pursuant to awards under the Omnibus Plan by 15,000,000 shares, thereby increasing the share limit to 35,500,000 shares. The Stock Purchase Plan Amendment increased the aggregate number of shares of common stock that may be issued pursuant to awards under the 2020 Stock Purchase Plan by 25,000,000 shares, thereby increasing the share limit to 52,530,985 shares.
The foregoing descriptions of the Omnibus Plan Amendment and the Stock Purchase Plan Amendment are qualified in their entirety by reference to the text of such amendments, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
Director Appointments
On May 17, 2024, the Board increased the number of members of the Board to thirteen and appointed Mr. Jesse Lynn and Mr. Steven Miller to fill the newly created vacancies, effective immediately, in each case for a term expiring at the Company's 2025 annual meeting of stockholders or until his earlier death, resignation, disqualification or removal. Messrs. Lynn and Miller were appointed to the Board pursuant to the terms of the Director Appointment and Nomination Agreement, dated as of February 16, 2024, by and among the Company, Carl C. Icahn and the other persons and entities listed therein, as previously described in the Current Report on Form 8-K filed by the Company on February 16, 2024.
The Board has appointed Messrs. Lynn and Miller to serve as independent members of the Audit Committee. There are no transactions in which Messrs. Lynn or Miller have an interest requiring disclosure under Item 404(a) of Regulation S-K. Messrs. Lynn and Miller will be compensated in accordance with the Company's publicly disclosed director compensation policies. Messrs. Lynn and Miller have each entered into the Company's standard indemnification agreement for directors and officers.
Hayes Transition Agreement Termination
As previously disclosed by the Company, on February 11, 2024 the Company and its former Chief Executive Officer, Robin Hayes, entered into a Transition Agreement and General Release (the "Transition Agreement"), pursuant to which, following Mr. Hayes' retirement from his position as Chief Executive Officer effective as of February 12, 2024, Mr. Hayes would serve as a strategic advisor to the Company through September 1, 2024 or such earlier date as provided in the Transition Agreement. On May 17, 2024, Mr. Hayes notified the Company of his intent to terminate the Transition Agreement on June 2, 2024. As such, on June 2, 2024, the Transition Agreement will terminate in accordance with its terms, and Mr. Hayes will no longer provide advisory services to the Company following such date.