JetBlue agrees to appoint Icahn Designees as observers to the board

In a regulatory filing, JetBlue states: “On February 16, 2024, JetBlue Airways Corporation entered into a Director Appointment and Nomination Agreement with Carl C. Icahn and the persons and entities listed therein, collectively, the “Icahn Group”. Pursuant to the Agreement, the Company’s board of directors has agreed to appoint Jesse Lynn and Steven Miller – together, the “Icahn Designees” – as observers to the Board, effective as of February 26, 2024. Subject to the rights of the Company to exclude access to certain materials and meetings under the Agreement, the Icahn Designees shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Board. In addition, the Board has agreed to, promptly after the Company’s 2024 Annual Meeting of Stockholders, (i) increase the size of the Board from 11 to 13 directors, resulting in a total of two vacancies; and (ii) appoint the Icahn Designees to serve as directors of the Company to fill such vacancies, each with a term expiring at the Company’s 2025 Annual Meeting of Stockholders, or until their earlier death, resignation, disqualification or removal. In connection with the appointment, the Icahn Group has agreed not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election of directors, with respect to the 2024 Annual Meeting.”