---
schema_version: "secwatch.filing_event.v1"
accession: "0001158463-24-000014"
form_type: "8-K"
ticker: "JBLU"
cik: "0001158463"
company_name: "JETBLUE AIRWAYS CORP"
filed_at: "2024-05-23T23:59:59+00:00"
generated_at: "2026-06-01T09:04:16.326601+00:00"
event_type: "leadership"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# JetBlue appoints Icahn-affiliated directors; shareholders reject say-on-pay and officer exculpation

## Summary
- Jesse Lynn and Steven Miller appointed to Board (size increased to 13) per Icahn agreement; both on Audit Committee.
- Former CEO Robin Hayes terminates transition agreement early; advisory role ends June 2, 2024.
- Say-on-pay vote failed: 44.1M for, 138.7M against; over 81.8M broker non-votes.
- Charter amendment to exculpate officers failed despite majority for (165.8M for, 17.0M against) due to broker non-votes.
- Equity plan amendments approved: Omnibus share reserve increased to 35.5M shares; Stock Purchase to 52.5M shares.

## SEC filing metadata
- accession: 0001158463-24-000014
- form_type: 8-K
- ticker: JBLU
- cik: 0001158463
- company_name: JETBLUE AIRWAYS CORP
- filed_at: 2024-05-23T23:59:59+00:00
- event_type: leadership
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1158463/000115846324000014/0001158463-24-000014-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1158463/000115846324000014/jblu-20240517.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001158463-24-000014
- JSON: https://secwatch.observer/filing/0001158463-24-000014.json
- Plain text: https://secwatch.observer/filing/0001158463-24-000014.txt

## Key facts
- Executive change
  Steven Miller was appointed as Director at JETBLUE AIRWAYS CORP.
  - Action: appointed
  - Role: Director
  source text: On May 17, 2024, the Board increased the number of members of the Board to thirteen and appointed Mr. Jesse Lynn and Mr. Steven Miller to fill the newly created vacancies, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1158463/000115846324000014/0001158463-24-000014-index.htm
- Executive change
  Robin Hayes changed role as Strategic Advisor at JETBLUE AIRWAYS CORP.
  - Action: terminated transition agreement
  - Role: Strategic Advisor
  source text: On May 17, 2024, Mr. Hayes notified the Company of his intent to terminate the Transition Agreement on June 2, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1158463/000115846324000014/0001158463-24-000014-index.htm
- Executive change
  Jesse Lynn was appointed as Director at JETBLUE AIRWAYS CORP.
  - Action: appointed
  - Role: Director
  source text: On May 17, 2024, the Board increased the number of members of the Board to thirteen and appointed Mr. Jesse Lynn and Mr. Steven Miller to fill the newly created vacancies, effective immediately
  evidence_url: https://www.sec.gov/Archives/edgar/data/1158463/000115846324000014/0001158463-24-000014-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.