false000115846300011584632024-09-102024-09-10
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): September 10, 2024
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 10, 2024, B. Ben Baldanza, a member of the Board of Directors (the “Board”) of JetBlue Airways Corporation (the “Company”) notified the Company that he decided to resign from the Board and, therefore, would not seek re-election to the Board at the Company’s 2025 Annual Meeting of Stockholders scheduled for May 2025. Mr. Baldanza has served on the Board since 2018. Mr. Baldanza’s resignation was accepted by the Board and is effective September 12, 2024.
The Board and the Company thank Mr. Baldanza for his years of exemplary service to the Board and to the Company.
(d) On September 12, 2024, the Board appointed Mr. Sean Menke to the Board. Mr. Menke was most recently executive chair at Sabre Corp., a position he held from early 2022 until April 2024. Mr. Menke joined Sabre in 2015 and was promoted in late 2016 to serve as president and CEO and then CEO of Sabre Corp. until April 2023. Before joining Sabre, Mr. Menke spent more than 20 years in the airline industry. He served as chief executive officer at Frontier Airlines and Pinnacle Airlines and held senior-level commercial and operating roles, most notably with Air Canada and Hawaiian Airlines.
Mr. Menke currently serves on the board of Waste Management and is senior advisor to UP.Labs, a venture lab focused on transportation and mobility.
The Board has appointed Mr. Menke to serve as an independent member of the Company’s Audit Committee and Safety Committee. There are no arrangements or understandings between Mr. Menke and any other persons pursuant to which Mr. Menke was selected as a director and there are no transactions in which Mr. Menke has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Menke will be compensated in accordance with the Company’s publicly disclosed director compensation policies. Mr. Menke will enter into the Company’s standard indemnification agreement for directors and officers.
Item 7.01 Regulation FD Disclosure.
On September 16, 2024, the Company issued a press release announcing the appointment of Mr. Menke and the departure of Mr. Baldanza, both disclosed under Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 herewith.
References to the Company’s website in the release do not incorporate by reference the information on such website into this Current Report on Form 8-K, and the Company disclaims any such incorporation by reference. The information included under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| | |
Exhibit Number | | Description |
99.1 | | |
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: | September 16, 2024 | By: | /s/ Eileen McCarthy |
| | | Eileen McCarthy |
| | | General Counsel and Corporate Secretary |
| | | |
PRESS RELEASE Sean Menke Named to JetBlue's Board of Directors
09/16/2024
NEW YORK—(BUSINESS WIRE)—JetBlue Airways Corp. (NASDAQ: JBLU) today announced the appointment of Sean Menke to the company’s board of directors. The independent director appointment is effective immediately, following unanimous approval by the company's board of directors.
On September 12, 2024, the Board appointed Mr. Sean Menke to the Board. Mr. Menke was most recently executive chair at Sabre Corp., a position he held from early 2022 until April 2024. Mr. Menke joined Sabre in 2015 and was promoted in late 2016 to serve as president and CEO and then CEO of Sabre Corp. until April 2023. Before joining Sabre, Mr. Menke spent more than 20 years in the airline industry. He served as chief executive officer at Frontier Airlines and Pinnacle Airlines and held senior-level commercial and operating roles, most notably with Air Canada and Hawaiian Airlines.
"We're excited to welcome Sean to JetBlue's board of directors," said Peter Boneparth, chairman of the board. "His diverse industry experience will be invaluable as we continue to strengthen the JetBlue business for our crewmembers, customers and owners."
"Having served in senior leadership positions at several U.S. airlines and as a business partner to airlines, Sean brings deep industry experience in strategy and planning, marketing, operations, revenue management, and distribution. We look forward to benefitting from his insights and expertise as we execute our JetForward strategy," said JetBlue CEO Joanna Geraghty.
"I'm honored to join JetBlue's board of directors at such a pivotal time for the company," Menke added. "I'm excited to work with the team on the next chapter of JetBlue, helping JetBlue evolve to meet the challenges of a changed landscape and enhance its performance to benefit crewmembers, customers, and shareholders."
Menke holds dual bachelor’s degrees in economics and aviation management from The Ohio State University and an MBA from the University of Denver's Daniels College of Business.
With Menke's appointment, JetBlue's board of directors continues to have 13 members, 12 of whom are independent. B. Ben Baldanza resigned from the JetBlue board last week for personal reasons, after serving as a director of the corporation since 2018.
"On behalf of all of us at JetBlue, I want to extend our heartfelt thanks to Ben Baldanza for his six years of dedicated service and counsel on our board," Geraghty said. "We have all learned so much from Ben and his invaluable contributions as trusted advisor to our team."
About JetBlue
JetBlue is New York's Hometown Airline®, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando and San Juan. JetBlue, known for its low fares and great service, carries customers to more than 100 destinations throughout the United States, Latin America, the Caribbean, Canada and Europe. For more information and the best fares, visit jetblue.com.
JetBlue Corporate Communications
Tel: +1.718.709.3089
corpcomm@jetblue.com
v3.24.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
JetBlue Airways (NASDAQ:JBLU)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
JetBlue Airways (NASDAQ:JBLU)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024