JETBLUE AIRWAYS CORPORATION 118-29 Queens Boulevard Forest Hills, New York 11375 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held on May 18, 2005 To Our Stockholders: The Annual Meeting of Stockholders of JetBlue Airways Corporation (the ‘‘Company’’ or ‘‘JetBlue’’) will be held at the Company’s corporate headquarters located at 118-29 Queens Boulevard, Forest Hills, New York, on Wednesday, May 18, 2005, beginning at 10:00 a.m., EDT, for the following purposes: (1) to elect three directors; (2) to ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005; and (3) to transact such other business, if any, as may properly come before the annual meeting or any adjournments thereof. The Board of Directors has fixed the close of business on Tuesday, April 5, 2005 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and any adjournments thereof. IF YOU PLAN TO ATTEND: Please note that space limitations make it necessary to limit attendance to stockholders and one guest. Admission to the annual meeting will be on a first-come, first-served basis. Registration will begin at 9:00 a.m. Either an admission ticket or proof of ownership of JetBlue stock, as well as a form of government-issued photo identification, such as a driver’s license or passport, must be presented in order to be admitted to the annual meeting. If you are a stockholder of record, your admission ticket is attached to your proxy card. Stockholders holding stock in brokerage accounts (‘‘street name’’ holders) will need to bring a copy of a brokerage statement reflecting their stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the annual meeting. By Order of the Board of Directors, 7MAR200410062282 Thomas E. Kelly Executive Vice President and Secretary April 18, 2005 Forest Hills, New York IMPORTANT Whether or not you plan to attend the annual meeting in person, it is important that your shares be represented. Please vote your shares now either by completing and returning the enclosed proxy card by mail, or by following the instructions on your proxy card to vote using the Internet or the designated toll-free telephone number. JETBLUE AIRWAYS CORPORATION 118-29 Queens Boulevard Forest Hills, New York 11375 PROXY STATEMENT 2005 ANNUAL MEETING OF STOCKHOLDERS This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of JetBlue Airways Corporation (the ‘‘Company’’ or ‘‘JetBlue’’) for use at the Annual Meeting of Stockholders to be held on Wednesday, May 18, 2005, beginning at 10:00 a.m., EDT, at the Company’s corporate headquarters located at 118-29 Queens Boulevard, Forest Hills, New York, and at any postponements or adjournments thereof. This proxy statement and the enclosed proxy card are being furnished to stockholders on or about April 18, 2005. ABOUT THE MEETING What is the purpose of the annual meeting? At our annual meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, namely the election of directors and the ratification of the appointment of the Company’s independent registered public accounting firm. In addition, management will review the performance of the Company and respond to questions from stockholders. Who is entitled to vote at the annual meeting? All stockholders of record at the close of business on April 5, 2005, the record date for the annual meeting, are entitled to receive notice of and to participate in the annual meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares that you held on that date at the meeting, or any postponements or adjournments of the meeting. ‘‘Additional Information’’ at the end of this proxy statement contains a description of restrictions on voting by stockholders who are not ‘‘U.S. citizens’’, as defined by applicable laws and regulations. What are the voting rights of the holders of JetBlue common stock? Each outstanding share of JetBlue common stock will be entitled to one vote on each matter considered at the annual meeting. ‘‘Additional Information’’ at the end of this proxy statement contains a description of certain restrictions on voting. Who can attend the annual meeting? All stockholders as of the record date, or their duly appointed proxies, may attend the annual meeting, and each may be accompanied by one guest. An admission ticket is attached to your proxy card if you hold shares directly in your name as a stockholder of record. If you plan to attend the annual meeting, please vote your proxy but keep the admission ticket and bring it with you to the annual meeting. Registration will begin at 9:00 a.m., EDT. Admission to the annual meeting will be on a first-come, first-served basis. If you attend, please note that you may be asked to present government-issued picture identification, such as a driver’s license or passport. Cameras, recording devices and other electronic devices will not be permitted at the meeting. Please also note that if you hold your shares in ‘‘street name’’ (that is, through a broker or other nominee) and plan to attend the annual meeting, you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date as well as government-issued picture identification and check in at the registration desk at the meeting. What constitutes a quorum? The presence at the annual meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of the common stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. As of the April 5, 2005 record date, 104,418,874 shares of common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of common stock representing at least 52,209,438 votes will be required to establish a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the annual meeting. How do I vote? If you complete and properly sign the accompanying proxy card and return it in the envelope provided, it will be voted as you direct. If you are a registered stockholder and attend the annual meeting, you may deliver your completed proxy card in person. ‘‘Street name’’ stockholders who wish to vote at the annual meeting will need to obtain a proxy form from the institution that holds their shares. Can I vote by telephone or electronically? Yes. You may vote by telephone or electronically through the Internet by following the instructions included with your proxy card. Telephonic and electronic votes are counted immediately and there is no need to send in your proxy card. The deadline for voting by telephone or electronically through the Internet is 11:59 p.m., EDT, on May 17, 2005. YOU CAN SAVE THE COMPANY MONEY IF YOU USE THE VOTE BY TELEPHONE OR INTERNET OPTIONS. May I revoke a proxy? Yes. You may revoke a proxy at any time before the proxy is exercised by filing with the Secretary of the Company a notice of revocation, or by submitting a later-dated proxy by mail, telephone or electronically through the Internet. You may also revoke your proxy by attending the annual meeting and voting in person. The powers of the proxy holders with respect to your shares will be suspended if you attend the annual meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy. How do I vote my 401(k) plan shares? If you are a stockholder through participation in the JetBlue 401(k) Retirement Plan, the proxy also serves as voting instructions to the plan trustees. The plan trustees will cause allocated shares held under the plan, for which the trustees have not received direction, to be present at the meeting for purposes of determining a quorum but not voted in respect of any matter to come before the annual meeting. 2 What are the Board’s recommendations? Unless you give other instructions on your proxy card, or by telephone or electronically as noted above, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board’s recommendation is set forth together with the description of the applicable item in this proxy statement. The Board recommends a vote: • for election of the nominated slate of directors (see Item 1); and • for ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2005 (see Item 2). With respect to any other matter that properly comes before the annual meeting, the proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their own discretion. What vote is required to approve each item? Election of Directors. The affirmative vote of a plurality of the votes cast at the annual meeting is required for the election of directors. This means that the director nominee with the most votes for a particular slot is elected for that slot. Votes may be cast in favor or withheld. Votes that are withheld with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although they will be counted for purposes of determining whether there is a quorum present at the annual meeting.