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 19, 2022

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 19, 2022 (the "Annual Meeting"). There were 320,789,028 shares of common stock entitled to be voted, and 276,718,906 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, 2022; 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			198,281,597			24,687,014			304,447			53,445,848
Peter Boneparth			187,471,781			35,500,949			300,328			53,445,848
Monte Ford			198,209,083			24,760,564			303,411			53,445,848
Robin Hayes			198,580,067			24,432,443			260,548			53,445,848
Ellen Jewett			196,839,617			26,149,151			284,290			53,445,848
Robert Leduc			198,282,247			24,681,336			309,475			53,445,848
Teri McClure			187,892,776			35,079,999			300,283			53,445,848
Sarah Robb O'Hagan			198,569,832			24,404,232			298,994			53,445,848
Vivek Sharma			198,160,627			24,801,525			310,906			53,445,848
Thomas Winkelmann			197,138,152			25,834,979			299,927			53,445,848

2.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes:

Votes For			203,103,187
Votes Against			19,789,151
Abstentions			380,720
Broker non-votes			53,445,848

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, 2022 received the following votes:

Votes For			269,005,421
Votes Against			7,127,272
Abstentions			586,213

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			86,858,457
Votes Against			135,842,107
Abstentions			572,494
Broker non-votes			53,445,848

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 23, 2022			By:			/s/ Al Spencer
									Al Spencer
									Vice President, Controller and Principal Accounting Officer