By Rajesh Kumar Singh and Kannaki Deka
(Reuters) - JetBlue Airways (NASDAQ:JBLU) has agreed to appoint two members from activist investor Carl Icahn's firm to its board, avoiding a proxy fight.
The 88-year-old Icahn, who goes after undervalued companies, has not spelled out the strategy he wants JetBlue to embrace. On Monday he disclosed a stake of about 10% in the airline, one of his first big moves of 2024.
Jesse Lynn, general counsel of Icahn Enterprises and Steven Miller, portfolio manager of Icahn Capital, will join its board, JetBlue said on Friday.
"We appreciate the constructive engagement we have had with JetBlue's board and leadership team," Icahn said in a statement.
JetBlue's shares were up about 3% in extended trading.
Shares of the New York-based airline have lost more than half their value in the past two years amid a struggle to return to sustainable profitability. The company not only faces a challenge to plot its path forward after a U.S. federal judge blocked its planned $3.8 billion acquisition of ultra-low-cost carrier Spirit Airlines (NYSE:SAVE), but is also grappling with higher operating costs and uneven travel demand.
JetBlue said 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 at its annual meeting this year.
Lynn and Miller will serve as non-voting observers to the board through JetBlue's annual meeting of stockholders this spring, after which time they will join the board as full voting members.
With the additions of Lynn and Miller, the JetBlue board will expand to 13 directors, 12 of whom are expected to be independent, the airline said.
Icahn has built his reputation over the years as a corporate raider and activist shareholder, pressuring companies to make changes to their business strategies and boost their stocks.
JetBlue and Spirit have both asked for an expedited appeal of the judge's recent decision, with a U.S. appeals court set to hear arguments in June. But some analysts say the chances of a successful appeal are low.
JetBlue's new CEO, Joanna Geraghty, has vowed "aggressive action" to return the airline to profitability.
The company's proposed acquisition of Spirit, however, has become a bigger issue for some analysts. With concerns mounting over Spirit's finances, they say JetBlue would be better off walking away from the deal as it runs the risk of impairing its balance sheet.
In a regulatory filing this week, JetBlue acknowledged that its indebtedness following the merger will be substantially higher and could increase borrowing costs. Yet the company last month said the merger agreement remained in effect.
JetBlue's stock has gained 36% since the merger ruling.
Analysts at Deutsche Bank this week said Icahn's investment in the U.S. airline industry reinforced their view that the sector would likely undergo more restructuring beyond previously announced mergers.