Definitive Proxy Statement

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3/29/12 Definitive Pro Statement DEF 14A 1 d323366ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy
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  3/29/12 Definitive Pro Statement1/39sec.gov/Archives/edgar/data/1158463/000119312512137255/d323366ddef14a.htm DEF 14A 1 d323366ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the SecuritiesExchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant  Check the appropriate box:  Preliminary Proxy Statement    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement  Definitive Additional Materials  Soliciting Material Pursuant to §240.14a-12 JETBLUE AIRWAYS CORPORATION   (Name of Registrant as Specified In Its Charter)   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box): þ No fee required.  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   (1)Title of each class of securities to which transaction applies:   (2)Aggregate number of securities to which transaction applies:   (3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth theamount on which the filing fee is calculated and state how it was determined):   (4)Proposed maximum aggregate value of transaction:   (5)Total fee paid:    Fee paid previously with preliminary materials.    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which theoffsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Scheduleand the date of its filing.   (1)Amount Previously Paid:   (2)Form, Schedule or Registration Statement No.:   (3)Filing Party:    3/29/12 Definitive Pro Statement2/39sec.gov/Archives/edgar/data/1158463/000119312512137255/d323366ddef14a.htm   (4)Date Filed:    3/29/12 Definitive Pro Statement3/39sec.gov/Archives/edgar/data/1158463/000119312512137255/d323366ddef14a.htm JETBLUE AIRWAYS CORPORATION27-01 Queens Plaza NorthLong Island City, New York 11101 March 28, 2012To our Stockholders:It is our pleasure to invite you to attend our 2012 annual meeting of stockholders. The meeting will be held at our corporate headquarters located at 27-01 Queens Plaza North, Long Island City, New York, on Thursday, May 10, 2012, beginning at 10:00 a.m. (Eastern Time). You may also attend the meeting virtually via the Internet atwww.virtualshareholdermeeting.com/jblu, where you will be able to vote electronically and submit questions during themeeting. The following notice of annual meeting of stockholders outlines the business to be conducted at the meeting. Onlystockholders of record at the close of business on March 15, 2012 will be entitled to notice of and to vote at the annual meeting.This year we are again using the Internet as our primary means of furnishing proxy materials to stockholders. Accordingly,most stockholders will not receive copies of our proxy materials. We instead are mailing a notice with instructions for accessingthe proxy materials and voting via the Internet (the “Notice of Internet Availability”). We encourage you to review thesematerials and vote your shares. This delivery method allows us to conserve natural resources and reduce the cost of deliverywhile also meeting our obligations to you, our stockholders, to provide information relevant to your continued investment inJetBlue. If you received the Notice of Internet Availability by mail and would like to receive a printed copy of our proxymaterials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the annual meeting, you may vote your shares at the annual meeting (in person or virtually via theInternet) even if you previously voted your proxy. Please vote as soon as possible to ensure that your shares will berepresented and counted at the annual meeting.Very truly yours,   Dave Barger President, Chief Executive Officer and Director On behalf of the Board of Directors of JetBlueAirways Corporation  3/29/12 Definitive Pro Statement4/39sec.gov/Archives/edgar/data/1158463/000119312512137255/d323366ddef14a.htm JETBLUE AIRWAYS CORPORATION 27-01 Queens Plaza NorthLong Island City, New York 11101 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held on May 10, 2012   Date of Meeting:   May 10, 2012 Time:   10:00 a.m. (Eastern Time) Place:   27-01 Queens Plaza North, Long Island City, New York and via the Internet atwww.virtualshareholdermeeting.com/jblu. Items of Business:   We are holding the 2012 annual meeting of stockholders for the following purposes:   ã   To elect eleven directors nominated by the Board of Directors to serve until the 2013 annual meeting of stockholders;   ã   To ratify the selection of Ernst & Young LLP (E&Y) as our independent registered public accounting firm for thefiscal year ending December 31, 2012;   ã   To seek approval, on an advisory basis, of the compensation of JetBlues named executive officers; and   ã   To transact such other business as may properly come before the annual meeting and any postponement(s) or adjournment(s) thereof.The proxy statement describes these items in more detail. As of the date of this notice, we have not received notice of anyother matters that may be properly presented at the annual meeting.   Record Date:   March 15, 2012 Voting:   YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the annual meeting of stockholders (in person or virtually via the Internet), we urge you to vote and submit your proxy inorder to ensure the presence of a quorum. You have the following options for submitting your vote before the 2012 annual meeting: Internet, toll-free telephone, mobile device or mail. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary votingauthority to vote your shares only on routine matters, such as the ratification of selection of our independent registered public accounting firm (Proposal No. 2), even if the broker does not receivevoting instructions from you. Non-routine matters include the election of directors (Proposal No. 1)and approval, on an advisory basis, of the compensation of JetBlues named executive officers(Proposal No. 3). Your broker does not have discretionary authority to vote on non-routine matterswithout instructions from you, in which case a “broker non-vote” will occur and your shares will not be voted on these matters. Date These ProxyMaterials Are FirstBeing Made Availableon the Internet:   On or about March 28, 2012
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