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): November 11, 2009
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
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000-49728
(Commission File Number)
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87-0617894
(I.R.S. Employer Identification No.) |
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118-29 Queens Boulevard, Forest Hills, New
York
(Address of principal executive offices)
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11375
(Zip Code) |
(718) 286-7900
(Registrant’s telephone number, including area code)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(e) On November 11, 2009, JetBlue Airways Corporation (the “Company”) and Mr. Chew entered into an
agreement governing Mr. Chew’s service to the Company as a senior advisor through May 31, 2010,
which included termination of his employment agreement, customary provisions and releases. The
material compensatory terms of the agreement are substantially similar to those of his employment
contract as previously disclosed, and include, subject to certain terms and conditions, payment of
his salary, 2009 bonus, and housing allowance with related benefits. In addition, Mr. Chew will
receive flight benefits through May 2013, subject to the terms of the Company’s pass travel
programs. Mr. Chew is not eligible for equity grants under his senior advisor agreement.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On November 12, 2009, the Board of Directors of the Company (the “Board”) approved a policy by
which a director who receives more “withheld” votes than “for” votes in an uncontested election of
directors shall submit a resignation to the Board. The Board will either accept the resignation or
disclose its reasons for not accepting the resignation in a report filed with
the Commission within 90 days of the certification of election results. The policy is embedded in
the Company’s governance guidelines and in its amended bylaws
which amendment is attached as Exhibit 3.3(f) to this report and to
which reference is made.
Item 8.01 Other Events
See item 5.03.
Also on November 12, 2009, the Board approved the adoption of an executive compensation “clawback”
policy under with it will require reimbursement of all or a portion of any bonus, incentive
payment, or equity-based award granted to or received by any executive officer and certain other
officers after January 1, 2010 where: a) the payment was predicated upon the achievement of certain
financial results that were subsequently the subject of a restatement, b) in the Board’s view the
executive engaged in willful misconduct that caused or partially caused the need for the
restatement, and c) a lower payment would have been made to the executive based upon the restated
financial results.
Item 9.01 Financial Statements and Exhibits
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3.3(f)
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Amendment to the Company’s Fifth Amended and Restated Bylaws |