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 26, 2011
JETBLUE AIRWAYS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
     
000-49728   87-0617894
(Commission File Number)   (I.R.S. Employer Identification No.)
     
118-29 Queens Boulevard, Forest Hills, New York   11375
(Address of principal executive offices)   (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):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 26, 2011, at our 2011 Annual Meeting of Stockholders, the stockholders of the Company voted on six items:
  1.   Election of ten directors to serve until our Annual Meeting of Stockholders in 2012 and until his or her successor has been duly elected and qualified;
 
  2.   Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011;
 
  3.   Approval of the JetBlue Airways Corporation 2011 Incentive Compensation Plan;
 
  4.   Approval of the JetBlue Airways Corporation 2011 Crewmember Stock Purchase Plan;
 
  5.   Approval of an advisory resolution on executive compensation; and
 
  6.   To conduct an advisory vote on the frequency of future advisory votes on executive compensation.
The results are as follows:
1.   The nominees for director were elected based upon the following votes:
                         
    For   Withheld   Broker non-votes
Dave Barger
    209,231,023       2,027,127       62,441,764  
Jens Bischof
    209,923,826       1,334,324       62,441,764  
Peter Boneparth
    209,216,700       2,041,450       62,441,764  
David Checketts
    209,144,856       2,113,294       62,441,764  
Virginia Gambale
    209,246,901       2,011,249       62,441,764  
Stephan Gemkow
    209,036,769       2,221,381       62,441,764  
Stanley McChrystal
    210,078,478       1,179,672       62,441,764  
Joel Peterson
    209,123,111       2,135,039       62,441,764  
M. Ann Rhoades
    204,253,376       7,004,774       62,441,764  
Frank Sica
    208,957,215       2,300,935       62,441,764  
2.   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, 2011 was approved based upon the following votes:
         
Votes For
    272,050,356  
Votes Against
    1,341,334  
Abstentions
    308,224  
There were no broker non-votes for this item.
3.   The proposal to approve the Company’s 2011 Incentive Compensation Plan was approved based upon the following votes:
         
Votes For
    167,312,590  
Votes Against
    43,797,375  
Abstentions
    148,185  
Broker non-votes
    62,441,764  
4.   The proposal to approve the Company’s 2011 Crewmember Stock Purchase Plan was approved based upon the following votes:
         
Votes For
    210,254,812  
Votes Against
    900,551  
Abstentions
    102,787  
Broker non-votes
    62,441,764  

 


 

5.   The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes:
         
Votes For
    207,840,328  
Votes Against
    3,248,307  
Abstentions
    169,515  
Broker non-votes
    62,441,764  
6.   The stockholders voted, on an advisory basis, to hold future advisory votes to approve the compensation of the Company’s named executive officers as follows:
         
Every year:
    203,671,071  
Every 2 years:
    2,113,980  
Every 3 years:
    5,240,449  
Abstentions:
    232,650  
Broker non-votes:
    62,441,764  

 


 

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: June 1, 2011  By:   /s/ DONALD DANIELS    
    Vice President, Controller and Chief  
    Accounting Officer
(principal accounting officer)