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Message from Our Chief Executive Officer

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Message from Our Chief Executive Officer MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER JETBLUE AIRWAYS CORPORATION 27-01 Queens Plaza North Long Island City, New York 11101 April 3, 2020 To our Stockholders: It is our pleasure to invite you to attend our 2020 annual meeting We are again providing access to our proxy materials online of stockholders of JetBlue Airways Corporation, on Thursday, under the U.S. Securities and Exchange Commission’s (the "SEC") May 14, 2020 at 9 a.m., Eastern Daylight Time. This year’s annual “notice and access” rules. As a result, we are mailing to many of meeting will be conducted virtually, via live audio webcast. our stockholders a notice instead of a paper copy of this proxy You will be able to attend the annual meeting of stockholders statement and our 2019 Annual Report on Form 10-K. The notice online and submit questions during the meeting by visiting contains instructions on how to access documents online. The www.virtualshareholdermeeting.com/jblu2020. You will be able notice also contains instructions on how stockholders can receive to vote your shares electronically during the meeting by logging a paper copy of our materials, including this proxy statement, our in using the 16-digit control number included in your Notice of 2019 Annual Report, and a form of proxy card or voting instruction Internet Availability of the proxy materials, on your proxy card or on card. If you received the Notice of Internet Availability by mail and the voting instructions form accompanying these proxy materials. would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in We continue to embrace the latest technology to provide the Notice of Internet Availability. expanded access, improved communication and cost savings for our stockholders and the Company. As we’ve learned, hosting Your vote is important. Regardless of whether you attend the a virtual meeting enables increased stockholder attendance and annual meeting, we hope you vote as soon as possible. You may participation from locations around the world. In addition, the online vote by proxy online or by phone, or, if you received paper copies format allows us to communicate more effectively via a pre-meeting of the proxy materials by mail, you may also vote by mail by forum that you can enter by visiting www.proxyvote.com with your following the instructions on the proxy card or voting instruction control number. We encourage you to log on and ask any questions card. Additionally, if you attend the virtual annual meeting, you you may have, which we will try to answer during the meeting. We may vote your shares at the meeting via the Internet even if you recommend that you log in a few minutes before the meeting on previously voted your proxy. Voting online or by phone, by written May 14 to ensure you are logged in when the meeting starts. Finally, proxy or by voting instruction card ensures your representation at the safety of our crewmembers, customers and stockholders is the annual meeting regardless of whether you attend the virtual important to us. In light of the recommendations issued by the meeting. CDC against public gatherings due to Covid-19, we think a virtual only meeting is advisable. Very truly yours, The following notice of annual meeting of stockholders outlines the business to be conducted at the virtual annual meeting. Only stockholders of record at the close of business on March 19, Robin Hayes 2020 will be entitled to notice of and to vote at the virtual annual Chief Executive Officer and Director meeting. Further details about how to attend the meeting online On behalf of the Board of Directors of JetBlue Airways Corporation and the business to be conducted at the annual meeting are included in the accompanying Notice of Annual Meeting and Proxy Statement. TABLE OF CONTENTS PROXY STATEMENT SUMMARY 05 MANAGEMENT PROPOSAL 4 TO APPROVE THE JETBLUE AIRWAYS CORPORATE GOVERNANCE AT JETBLUE 15 CORPORATION 2020 CREWMEMBER STOCK PURCHASE PLAN 73 THE BOARD OF DIRECTORS 26 MANAGEMENT PROPOSAL 5 MANAGEMENT PROPOSAL 1 TO RATIFY THE SELECTION OF ERNST & YOUNG TO ELECT DIRECTORS 29 LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 77 MANAGEMENT PROPOSAL 2 TO APPROVE, ON AN ADVISORY BASIS, AUDIT COMMITTEE REPORT 80 THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 36 MANAGEMENT PROPOSAL 6 TO APPROVE AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF NAMED EXECUTIVE OFFICER COMPENSATION INCORPORATION TO PROVIDE STOCKHOLDERS DISCUSSION AND ANALYSIS 37 WITH THE RIGHT TO REQUEST THAT THE COMPANY CALL A SPECIAL MEETING 81 COMPENSATION COMMITTEE REPORT 50 MANAGEMENT PROPOSAL 7 SUMMARY COMPENSATION TABLE 51 TO APPROVE AN AMENDMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF GRANTS OF PLAN-BASED AWARDS 52 INCORPORATION TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO ACT BY WRITTEN CONSENT 83 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 54 PROPOSAL 8 STOCKHOLDER PROPOSAL 85 OPTION EXERCISES AND STOCK VESTED 56 QUESTIONS AND ANSWERS ABOUT THE POTENTIAL PAYMENTS UPON TERMINATION OR ANNUAL MEETING AND VOTING 87 CHANGE IN CONTROL 57 OTHER MATTERS 92 PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN EMPLOYEE ADDITIONAL INFORMATION 92 COMPENSATION 63 APPENDIX A REGULATION G RECONCILIATIONS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OF NON-GAAP FINANCIAL MEASURES A-1 OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 64 APPENDIX B B-1 APPENDIX C C-1 MANAGEMENT PROPOSAL 3 TO APPROVE THE JETBLUE AIRWAYS APPENDIX D D-1 CORPORATION 2020 OMNIBUS EQUITY INCENTIVE PLAN 66 APPENDIX E E-1 www.jetblue.com 2 JETBLUE AIRWAYS CORPORATION | 2020 PROXY STATEMENT TO BE HELD ON MAY 14, 2020 9:00 a.m. (Eastern Daylight Time) NOTICE via the Internet at www.virtualshareholdermeeting.com/jblu2020. of Annual Meeting JETBLUE AIRWAYS CORPORATION 27-01 Queens Plaza North of Stockholders Long Island City, New York 11101 This notice of annual meeting, proxy statement and form ADJOURNMENTS AND POSTPONEMENTS of proxy for JetBlue Airways Corporation (“JetBlue” or the Any action on the items of business described above may be “Company”) are being distributed and made available on or considered at the annual meeting at the time and on the date about April 3, 2020. specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. TIME AND DATE 9 a.m., Eastern Daylight Time, on Thursday, May 14, 2020 RECORD DATE You are entitled to vote only if you were a JetBlue stockholder PLACE as of the close of business on March 19, 2020. Online at www.virtualshareholdermeeting.com/jblu2020 By order of the Board of Directors ITEMS OF BUSINESS 1. To elect the ten directors named in this proxy statement; 2. To approve, on an advisory basis, the compensation of our Brandon Nelson named executive officers (“say on pay” vote); General Counsel and Corporate Secretary 3. To approve the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan 4. To approve the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan 5. To ratify the selection of Ernst & Young LLP, as the IMPORTANT NOTICE REGARDING THE AVAILABILITY Company's independent registered public accounting firm OF PROXY MATERIALS FOR THE ANNUAL MEETING OF for the fiscal year ending December 31, 2020; STOCKHOLDERS TO BE HELD ON MAY 14, 2020 6. To approve an amendment to the Company’s certificate The notice of annual meeting, the proxy statement and our of incorporation to provide stockholders with the right to fiscal year 2019 annual report are available on our website request that the Company call a special meeting; at http://investor.jetblue.com. Additionally, in accordance 7. To approve an amendment to the Company’s certificate of with the SEC rules, you may access our proxy materials at incorporation to provide stockholders with the right to act www.proxyvote.com. by written consent; 8. To vote on a stockholder proposal, relating to stockholder approval of bylaw amendments if properly presented at the meeting; and 9. Such other business as may properly come before the meeting. VOTE IN ADVANCE OF THE MEETING: If your shares are held in the name of a broker, BY INTERNET BY TELEPHONE BY MAIL bank or other holder of record, follow the voting Go to www.proxyvote.com call 1-800-690-6903 (toll free) mark, sign, date and promptly mail instructions you receive from the holder of the enclosed proxy card in the record to vote your shares. postage-paid envelope JETBLUE AIRWAYS CORPORATION | 2020 PROXY STATEMENT 3 VOTING Your vote is very important. Regardless of whether you plan to virtually meeting, you will need the 16-digit control number included on your attend the annual meeting, we hope you will vote as soon as possible. Notice of Internet Availability of the proxy materials, on your proxy You may vote your shares over the Internet or via a toll-free telephone card or on the instructions that accompanied your proxy materials. number. If you received a paper copy of a proxy or voting instruction The annual meeting will begin promptly at 9:00 a.m., Eastern Daylight card by mail, you may submit your proxy or voting instruction card Time. Online check-in will begin at 8:50 a.m., Eastern Daylight Time. for the annual meeting by completing, signing, dating and returning Please allow ample time for the online check-in procedures. your proxy or voting instruction card in the pre-addressed envelope provided. Stockholders of record and beneficial owners will be able ANNUAL MEETING WEBSITE AND PRE-MEETING FORUM to vote their shares electronically at the annual meeting. For specific instructions on how to vote your shares, please refer to the section The online format used by JetBlue for the annual meeting also allows entitled Questions and Answers about the Annual Meeting and Voting us to communicate more effectively with you.
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