Jetblue Airways Corp
13 nominees · 4 ballot items.
Election of thirteen directors; advisory vote to approve named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent registered public accounting firm; approval to amend the 2020 Crewmember Stock Purchase Plan to increase authorized shares by 20,000,000; and other business as may properly come before the meeting.
Follow how the vote landed and what changed on Jetblue Airways Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect thirteen directors named in the proxy statement to hold office until the 2027 annual meeting and until their successors are elected and qualified.
- 2
Advisory Vote to Approve Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
More detail
Management is asking shareholders to cast a non-binding advisory vote approving the compensation of the named executive officers as detailed in the Compensation Discussion and Analysis, tables, and narrative. The Board recommends a vote FOR, emphasizing that the program emphasizes pay-for-performance, places a substantial portion of executive pay at-risk, reinstated a full-year performance measurement for STI, increased emphasis on financial metrics, and added Relative TSR to LTIs to better align with stockholder returns. The proposal is routine in modern proxies as an annual advisory item; although non-binding, the Compensation Committee will consider results in future compensation decisions. Key context: the company completed a year of transition (JetForward) with performance improvements and settled certain one-time retention and transaction awards; management highlights that >85% of CEO pay was at-risk in 2025 and that stockholder engagement informed compensation changes. The Board’s recommendation rationale centers on alignment with strategy, market competitiveness, and responsiveness to stockholder feedback; risks include stockholder disagreement as it is advisory and the potential for future adjustments if support declines.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.
- 4
Approval of an Amendment to the 2020 Crewmember Stock Purchase Plan
ManagementBoard: FORApprove amendment to increase the number of shares authorized for issuance under the 2020 Crewmember Stock Purchase Plan by 20,000,000 shares.
More detail
Management seeks shareholder approval to amend the Company’s 2020 Crewmember Stock Purchase Plan to increase the authorized share reserve by 20,000,000 shares to a total of 72,530,985 shares. The Board argues the plan fosters crewmember ownership and is a key retention and recruitment tool amid competitive labor markets; the Company reports high participation (36% at Nov 1, 2025) and expects near depletion of available shares by April 30, 2026 without additional authorization. The amendment is not expected to change other plan terms. The Board considered burn rate, dilution, and overhang metrics and believes the cost is justified to maintain the plan’s operation. Potential stockholder concerns include dilution (additional authorized shares represent an increase in potential issuance) and timing given prevailing share-price volatility and the company’s recent financial performance; management frames the change as necessary to continue offering the program to ~25,000 eligible crewmembers and to support alignment between crewmembers and stockholders.
Nominees on the ballot13
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ICAHN CARL CActivist | 9.0% | 33,621,735 | $149M |
| 2 | BlackRock, Inc. | 8.5% | 31,500,530 | $139M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 17,016,101 | $75M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 12,913,754 | $57M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 12,778,450 | $56M |
| 6 | STATE STREET CORP | 3.4% | 12,677,092 | $56M |
| 7 | TWO SIGMA INVESTMENTS, LP | 3.2% | 11,843,102 | $52M |
| 8 | BlackRock, Inc. | 2.4% | 9,070,311 | $40M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 6,548,622 | $29M |
| 10 | JACOBS LEVY EQUITY MANAGEMENT, INC | 1.7% | 6,164,757 | $27M |
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Frequently asked questions
- When is the Jetblue Airways Corp 2026 annual meeting?
- Jetblue Airways Corp (JBLU) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.
- What is the record date for the Jetblue Airways Corp 2026 meeting?
- The record date for the Jetblue Airways Corp 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Jetblue Airways Corp's 2026 meeting?
- The board is presenting 13 director nominees at the Jetblue Airways Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Jetblue Airways Corp 2026 meeting?
- Shareholders will vote on 4 proposals at the Jetblue Airways Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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