On February 16, 2024, JetBlue Airways Corporation announced that it has entered into a Director Appointment and Nomination Agreement with Icahn Capital L.P. under which the Company has agreed to include Jesse Lynn, general counsel of Icahn Enterprises, and Steven Miller, portfolio manager of Icahn Capital, as observers on the Board of Directors of the Company immediately following the 2024 annual meeting of stockholders. Further, Icahn Capital has agreed not to take certain actions with respect to the Company during the periods described in the agreement. Icahn Capital LP designees shall be permitted to attend and reasonably participate, but not vote, at all meetings of the Company Board.

In addition, the Company 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.