JetBlue Files 8-K on Material Agreement & Disclosure

TL;DR

**JetBlue just dropped an 8-K about a new material agreement, so keep an eye out for details!**

AI Summary

JetBlue Airways Corp. filed an 8-K on February 16, 2024, reporting an entry into a material definitive agreement and providing Regulation FD disclosure. The filing indicates an event date of February 16, 2024, and includes financial statements and exhibits. The company's business address is 27-01 Queens Plaza North, Long Island City, New York 11101.

Why It Matters

This filing signals a significant new agreement for JetBlue, which could impact its operations, financial health, or strategic direction, and provides transparency to investors.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' without details, which could introduce unknown risks or opportunities.

Key Players & Entities

• JETBLUE AIRWAYS CORP (company) — Registrant
• February 16, 2024 (date) — Date of earliest event reported and filing date
• 27-01 Queens Plaza North, Long Island City, New York 11101 (company) — Business address of JetBlue Airways Corp.
• 718-286-7900 (dollar_amount) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value JBLU The NASDAQ Stock Market

Filing Documents

• jblu-20240216.htm (8-K) — 42KB
• directorappointmentandnomi.htm (EX-10.1) — 226KB
• pressreleaseofjetbluedated.htm (EX-99.1) — 18KB
• jblu-20240216_g1.jpg (GRAPHIC) — 86KB
• 0001158463-24-000009.txt ( ) — 659KB
• jblu-20240216.xsd (EX-101.SCH) — 2KB
• jblu-20240216_lab.xml (EX-101.LAB) — 24KB
• jblu-20240216_pre.xml (EX-101.PRE) — 12KB
• jblu-20240216_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 16, 2024, JetBlue Airways Corporation ("JetBlue" or the "Company") entered into a Director Appointment and Nomination Agreement (the "Agreement") with Carl C. Icahn and the persons and entities listed therein (collectively, the "Icahn Group"). Pursuant to the Agreement, the Company's board of directors (the "Board") has agreed to appoint Jesse Lynn and Steven Miller (together, the "Icahn Designees") as observers to the Board, effective as of February 26, 2024. Subject to the rights of the Company to exclude access to certain materials and meetings under the Agreement, the Icahn Designees shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Board. In addition, the Board has agreed to, promptly after the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), (i) increase the size of the Board from 11 to 13 directors, resulting in a total of two vacancies; and (ii) appoint the Icahn Designees to serve as directors of the Company to fill such vacancies, each with a term expiring at the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"), or until their earlier death, resignation, disqualification or removal. In connection with the appointment, the Icahn Group has agreed not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to the 2024 Annual Meeting. In connection with their appointment as observers to the Board, each of Mr. Lynn and Mr. Miller has been determined to qualify as an independent director under the listing rules of The Nasdaq Stock Market LLC. Effective as of their appointment as observers to the Board, the Icahn Designees will be entitled to receive the same compensation as the Company's other non-employee directors, which is described in the Company's definitive proxy statement for its 2023 Annual Meeting of Sharehol

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 16, 2024, the Company issued a press release regarding the matters described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1. The information included under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K 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 and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this Current Report on Form 8-K are 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, 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 Current Report on Form 8-K include, without limitation, statements regarding our expected board composition. 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 circumstance, including the outcomes of legal proceedings, that could give rise to the right of JetBlue or Spirit Airlines Inc. ("Spirit") or both of them to terminate the Agreement and Plan of Merger dated as of July 28, 2022 (the "Merger Agreement") by and among the Company, Spirit and Sundown Acquisition Corp., a Delaware corporatio

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Director Appointment and Nomination Agreement, dated February 16, 2024, by and among the Icahn Group and JetBlue 99.1 Press Release of JetBlue, dated February 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 16, 2024 By: /s/ Brandon Nelson Brandon Nelson General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR