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(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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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
iCommon
Stock, $0.01 par value
iJBLU
iThe 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 i☐
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 13, 2021 (the "Annual Meeting"). There were 316,636,886 shares of common stock entitled to be voted, and 277,324,817 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, 2021; 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
223,851,355
6,388,487
470,876
46,614,099
Peter Boneparth
228,070,674
2,157,770
482,274
46,614,099
Monte Ford
228,784,223
1,445,674
480,821
46,614,099
Robin
Hayes
229,734,225
526,240
450,253
46,614,099
Ellen Jewett
228,756,169
1,487,861
466,688
46,614,099
Robert Leduc
229,635,528
581,660
493,530
46,614,099
Teri
McClure
222,013,365
8,229,124
468,229
46,614,099
Sarah Robb O'Hagan
229,715,112
531,507
464,099
46,614,099
Vivek Sharma
229,656,418
583,261
471,039
46,614,099
Thomas
Winkelmann
228,695,811
1,489,280
525,627
46,614,099
2.The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes:
Votes For
223,450,258
Votes
Against
6,693,975
Abstentions
566,485
Broker non-votes
46,614,099
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, 2021 received the following votes:
Votes
For
272,560,616
Votes Against
4,130,366
Abstentions
633,835
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
63,932,448
Votes Against
165,945,167
Abstentions
833,103
Broker non-votes
46,614,099
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.