JetBlue investors back directors and pay plan

JetBlue Airways Corporation reported the results of its annual stockholder meeting held on May 14, 2026.

Rhea-AI Filing Summary

JetBlue Airways Corporation reported the results of its annual stockholder meeting held on May 14, 2026. Stockholders elected all thirteen director nominees to the Board, with each receiving more votes "for" than "against."

Stockholders approved the advisory vote on executive compensation, with 181,067,651 votes for, 19,745,869 against, and 1,071,093 abstentions, plus 89,623,054 broker non-votes. They also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 257,140,822 votes for. An amendment to the 2020 Crewmember Stock Purchase Plan to increase authorized shares was approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 181,067,651 votes Say-on-pay votes against: 19,745,869 votes Auditor ratification votes for: 257,140,822 votes +4 more

7 metrics

Say-on-pay votes for 181,067,651 votes Advisory vote on executive compensation at 2026 annual meeting

Say-on-pay votes against 19,745,869 votes Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes for 257,140,822 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 31,796,915 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Stock plan amendment votes for 185,132,749 votes Amendment to 2020 Crewmember Stock Purchase Plan to increase authorized shares

Stock plan amendment votes against 16,150,934 votes Amendment to 2020 Crewmember Stock Purchase Plan to increase authorized shares

Typical director support example 197,300,213 votes for Votes for director nominee Joanna Geraghty at 2026 annual meeting

Key Terms

advisory vote on executive compensation, independent registered public accounting firm, Crewmember Stock Purchase Plan, broker non-votes

4 terms

advisory vote on executive compensation financial

"The Company’s stockholders approved the advisory vote on executive compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Crewmember Stock Purchase Plan financial

"approved the amendment to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan"

broker non-votes financial

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES 181,067,651 | 19,745,869 | 1,071,093 | 89,623,054"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did JetBlue (JBLU) stockholders vote on at the 2026 annual meeting?

JetBlue stockholders voted on four proposals: electing thirteen directors, an advisory vote on executive compensation, ratifying Ernst & Young as auditor for 2026, and approving an amendment to the 2020 Crewmember Stock Purchase Plan to increase authorized shares of common stock.

Were all JetBlue (JBLU) director nominees elected at the 2026 annual meeting?

Yes, all thirteen JetBlue director nominees were elected. Each nominee, including Joanna Geraghty, Peter Boneparth, and others, received more votes "for" than "against," with substantial broker non-votes reported but not preventing any director from being elected.

How did JetBlue (JBLU) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory vote on executive compensation with 181,067,651 votes for, 19,745,869 against, and 1,071,093 abstentions, along with 89,623,054 broker non-votes. This reflects support for JetBlue’s disclosed executive pay program on a non-binding basis.

Did JetBlue (JBLU) stockholders ratify Ernst & Young as auditor for 2026?

Yes, stockholders ratified Ernst & Young LLP as auditor for the fiscal year ending December 31, 2026, with 257,140,822 votes for, 31,796,915 against, and 2,569,930 abstentions. There were no broker non-votes on this ratification proposal.

What change was approved to JetBlue’s 2020 Crewmember Stock Purchase Plan?

Stockholders approved an amendment to increase authorized shares under the 2020 Crewmember Stock Purchase Plan. The vote was 185,132,749 for, 16,150,934 against, and 600,930 abstentions, with 89,623,054 broker non-votes recorded on this equity compensation plan change.

What were broker non-votes in JetBlue (JBLU) 2026 stockholder meeting results?

Broker non-votes were reported on three proposals: director elections, executive compensation, and the Crewmember Stock Purchase Plan amendment, each showing 89,623,054 broker non-votes. The auditor ratification proposal reported zero broker non-votes in the voting results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/20/2026 - 04:08 PM Learn about SEC filing dates

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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 14, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders of JetBlue Airways Corporation (the "Company") held on May 14, 2026, four proposals were voted upon by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed on April 2, 2026.

The results were as follows:

1. The Company’s stockholders elected each of the thirteen director nominees to serve as a member of the Company’s Board of Directors:

NAME			FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
Peter Boneparth			182,532,846			18,292,075			1,059,692			89,623,054
Monte Ford			184,615,906			16,221,467			1,047,240			89,623,054
Joanna Geraghty			197,300,213			3,736,133			848,267			89,623,054
Ellen Jewett			169,480,046			31,316,876			1,087,691			89,623,054
Robert Leduc			184,842,083			15,969,172			1,073,358			89,623,054
Jesse Lynn			183,525,120			17,322,464			1,037,029			89,623,054
Teri McClure			182,774,388			18,062,298			1,047,927			89,623,054
Sean Menke			184,890,500			15,941,472			1,052,641			89,623,054
Steven D. Miller			184,668,108			16,133,971			1,082,534			89,623,054
Nik Mittal			184,508,892			16,114,853			1,260,868			89,623,054
Sarah Robb O’Hagan			184,479,736			16,138,190			1,266,687			89,623,054
Vivek Sharma			184,477,279			16,132,505			1,274,829			89,623,054
Thomas Winkelmann			182,737,910			17,862,344			1,284,359			89,623,054

2. The Company’s stockholders approved the advisory vote on executive compensation:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
181,067,651			19,745,869			1,071,093			89,623,054

3. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
257,140,822			31,796,915			2,569,930			0

4. The Company’s stockholders approved the amendment to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan to increase the number of shares of common stock authorized for issuance:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
185,132,749			16,150,934			600,930			89,623,054

SIGNATURES

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 hereunto duly authorized.

									JETBLUE AIRWAYS CORPORATION
									(Registrant)
Date:			May 20, 2026			By:			/s/ Eileen McCarthy
									Eileen McCarthy
									General Counsel and Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.0 KB