JETBLUE AIRWAYS CORP (Form: 8-K, Received: 05/05/2023 08:11:54)

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 4, 2023

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.

On May 4, 2023 the Compensation Committee of the Board of Directors of JetBlue Airways Corporation (the “Company”) approved an amendment to the Company’s Executive Change in Control Severance Plan (the “Plan”), previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated June 28, 2007. The amendment eliminates an excise tax gross up for excess parachute payments (as defined in Section 280G of the Internal Revenue Code) that applied to the Company’s senior leaders, including the named executive officers, and replaces it with a “best-net” Section 280G cut-back provision consistent with the Company’s current Severance Plan and market practice. This change also furthers the Company’s policy, adopted in 2013, stating that no senior executives will receive any tax gross up payments, except for those provided pursuant to an existing plan, policy or arrangement applicable to leadership employees generally.

The foregoing description of the amendment is not complete and is subject to and qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are incorporated into this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Amendment to the Executive Change in Control Severance Plan, dated May 4, 2023.
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: May 5, 2023	By:	/s/ Al Spencer
		Al Spencer
		Vice President, Controller and Principal Accounting Officer

AMENDMENT TO THE JETBLUE AIRWAYS CORPORATION

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

This Amendment (the “Amendment”) to the JetBlue Airways Corporation Executive Change in Control Severance Plan (the “Plan”), is made effective as of the 4th day of May, 2023, by JetBlue Airways Corporation, a Delaware corporation.

Amendment to Section 2 of the Plan. The definitions of “Excise Tax” and “Gross Up Amount” are deleted in their entirety.

Amendment to Section 8 of the Plan. Section 8 of the Plan is deleted in its entirety and replaced with the following:

Section 8. No Tax Gross Ups; Section 280G.

(a) No Excise Tax Gross-up. Nothing in the Plan shall be construed to entitle any Eligible Employee to receive tax gross up payments of any kind in connection with payments or benefits received under the Plan.

(b) Section 280G. Notwithstanding any provision of the Plan to the contrary, in the event that any amount or benefit to be paid or provided under the Plan or otherwise to an Eligible Employee constitutes a “parachute payment” within the meaning of Section 280G of the Code, and but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then the totality of those amounts shall be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Eligible Employee on an after-tax basis of the greatest amount of such payments and benefits, notwithstanding that all or some portion of such amount may be taxable under Section 4999 of the Code. Any determination required under this provision shall be made in writing by a firm of independent public accountants or a law firm selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Eligible Employee and the Company for all purposes. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of any amount required by this provision shall occur in the following order: (1) reduction of cash payments to the Eligible Employee under Section 4 of the Plan; (2) reduction of any accelerated vesting of any Company equity awards held by the Eligible Employee; and (3) reduction of any other benefits paid or provided to the Eligible Employee.

Continued Effect. Except as set forth herein, the Plan shall remain unchanged and in full force and effect.