May 5,
2009
Dear
Shareowner of JetBlue
Airways Corporation:
SUPPORT PROPOSAL #4 TO
PROVIDE FOR MAJORITY VOTE IN DIRECTOR ELECTIONS
We are
writing to urge you to vote “FOR” proposal #4 at JetBlue Airways Corporation’s
May 14th, 2009
shareowner meeting. CalPERS is the nation’s largest public pension fund with
approximately $165 billion in assets. As of record date March 17, 2009 CalPERS
owned approximately 629,000 shares of JetBlue Airways. Proposal #4 is a
non-binding shareowner proposal asking the Board of Directors to amend the
Company’s articles of incorporation and/or bylaws to provide that director
nominees shall be elected by the affirmative vote of the majority of votes cast
at an annual meeting of shareholders, with a plurality vote standard retained
for contested director elections. CalPERS urges JetBlue shareowners to vote “FOR” Proposal
4.
JETBLUE
STOCK &
BOARD ACCOUNTABILITY CONCERNS
|
Time
period
ending
3/31/2009
|
Jetblue
Airways
Corp
(JBLU)
|
Russell
3000
Index
|
Relative
Return
Russell
3000
Index
|
Airline
Russell 3000
GICS
Industry Peer
Index
|
Relative
Return
Russell
3000
GICS
Industry
Peer
Index
|
|
5
years
|
-78.32%
|
-20.94%
|
-57.37%
|
-68.08
|
-10.24
|
|
3
years
|
-65.95%
|
-35.40%
|
-30.55%
|
-73.66
|
7.71
|
|
1
year
|
-37.07%
|
-38.20%
|
1.13%
|
-47.85
|
10.78
|
Source:
FactSet
CalPERS
believes fully accountable corporate governance structures produce, over the
long term, the best returns to shareowners. For the period ending March 31,
2009, JetBlue has underperformed on a total stock return basis -57.37% and
-30.55% relative to the Russell 3000 Index; and, on an absolute basis -78.32%
and -65.95% over these same time periods. CalPERS believes corporate governance
practices should focus board attention on optimizing sustainable positive
returns. One such practice
is a director election
standard which requires a majority of votes cast for a director to be elected/re-elected to the
board.
CalPERS
Public Employees’ Retirement System Shareowner Alert
BOARD
ACCOUNTABILITY STANDARDS SHOULD APPLY TO COMPANIES OF ALL SIZES
A
majority voting standard holds corporate directors accountable for company
performance and empowers shareowners to have a say over what is in the best
interest of JetBlue. Plurality voting is rapidly being replaced with majority
voting in director elections. Approximately 66% of the S&P 500 has adopted
some form of majority voting – an indication of the current direction of good
corporate governance – and this trend does not apply to large companies alone.
Currently, there are a growing number of mid-sized and small companies that are
adopting a majority vote standard.
YOU
CAN HELP – VOTE FOR PROPOSAL #5
|
·
|
Send
a message by voting FOR
proposal # 4 on the JetBlue proxy card.
|
|
|
·
|
Ensure
every account, no matter how many or how few shares, supports this
proposal.
|
|
|
·
|
Furthermore,
we ask our fellow investors – to publicize their vote when cast. We
believe this will further unite and encourage investors to both support –
and benefit from – this campaign.
|
|
|
·
|
Do
not be misled. If you are a large holder and find yourself under pressure
from JetBlue management to vote against our proposal, ask yourself why
defeating this initiative – which is intended to improve board
accountability, shareowner rights, and shareowner value – is so important
to them.
|
Please
refer to the company’s proxy statement for more information. If you have any
questions or need assistance with voting your shares, call InvestorCom, Inc.,
who is assisting us with this effort, at 203-972-9300.
Sincerely,
Eric
Baggesen
Senior
Investment Officer – CalPERS Global Equity
PLEASE NOTE: The cost of this solicitation is being borne
entirely by CalPERS and is being done through the use of one or more of the
following forms of communication: mail, e-mail, and/or telephone communication.
CalPERS is not asking for your proxy card. Please do not send us your proxy card
but return it to the
proxy-voting agent in the envelope that was provided to
you.
CalPERS
Public Employees’ Retirement System Shareowner Alert