JetBlue agrees with Icahn to appoint two designees to board; avoids proxy fight

JETBLUE AIRWAYS CORP

Jesse Lynn (Icahn Enterprises GC) and Steven Miller (Icahn Capital PM) join as observers Feb 26; become voting directors after 2024 annual meeting.
Board expands from 11 to 13 directors after annual meeting; 12 of 13 expected independent.
Icahn Group agrees to standstill, voting commitments, and ownership thresholds: retain 20.4M shares for one designee, 10.2M for both.
Agreement includes limits on rights plan trigger below 15% as long as Icahn holds 16.96M shares.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

JETBLUE AIRWAYS CORP entered into Director Appointment and Nomination Agreement with Carl C. Icahn and the persons and entities listed therein (collectively, the "Icahn Group") (effective 2024-02-16).

Action: entry
Counterparty: Carl C. Icahn and the persons and entities listed therein (collectively, the "Icahn Group")
Effective: 2024-02-16

Exact text from the filing

On February 16, 2024, JetBlue Airways Corporation ("JetBlue" or the "Company") entered into a Director Appointment and Nomination Agreement (the "Agreement") with Carl C. Icahn and the persons and entities listed therein (collectively, the "Icahn Group").

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JETBLUE AIRWAYS CORP filing history →

Source: SEC EDGAR

accession 0001158463-24-000009

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