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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| Form 8-K |
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACTOF 1934
April 29, 2019
Date of Report (Date of earliest event reported)
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| | The Boeing Company | |
| | (Exact name of registrant as specified in its charter) | |
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| Delaware | 1-442 | 91-0425694 |
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification Number) |
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| 100 N. Riverside, Chicago, IL | 60606-1596 |
| (Address of Principal Executive Offices) | (Zip Code) |
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| (312) 544-2000 |
| (Registrant's Telephone Number, Including Area Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company c
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. c
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Boeing Company held its Annual Meeting of Shareholders on April 29, 2019. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
1. Election of Directors: |
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| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Robert A. Bradway | 382,840,699 | 6,056,828 | 4,688,070 | 109,867,458 |
| David L. Calhoun | 379,646,732 | 8,251,688 | 5,687,177 | 109,867,458 |
| Arthur D. Collins Jr. | 380,307,505 | 10,024,703 | 3,253,389 | 109,867,458 |
| Edmund P. Giambastiani Jr. | 382,029,412 | 7,000,769 | 4,555,416 | 109,867,458 |
| Lynn J. Good | 382,852,022 | 6,217,510 | 4,516,065 | 109,867,458 |
| Nikki R. Haley | 383,905,493 | 7,408,591 | 2,271,513 | 109,867,458 |
| Lawrence W. Kellner | 365,225,560 | 23,601,448 | 4,758,589 | 109,867,458 |
| Caroline B. Kennedy | 379,973,984 | 9,358,486 | 4,253,127 | 109,867,458 |
| Edward M. Liddy | 379,357,530 | 10,727,487 | 3,500,580 | 109,867,458 |
| Dennis A. Muilenburg | 382,303,665 | 8,709,662 | 2,572,270 | 109,867,458 |
| Susan C. Schwab | 378,237,586 | 11,093,777 | 4,254,234 | 109,867,458 |
| Ronald A. Williams | 381,113,566 | 7,618,907 | 4,853,124 | 109,867,458 |
| Mike S. Zafirovski | 380,066,456 | 10,308,999 | 3,210,142 | 109,867,458 |
2. Approve, on an Advisory Basis, Named Executive Officer Compensation: |
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 362,097,512 | 26,605,955 | 4,882,130 | 109,867,458 |
3. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2019: |
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| FOR | AGAINST | ABSTAIN | |
| 483,738,893 | 16,881,786 | 2,832,376 | |
4. Shareholder Proposal - Additional Report on Lobbying Activities:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 126,729,418 | 261,903,393 | 4,952,786 | 109,867,458 |
5. Shareholder Proposal - Impact of Share Repurchases on Performance Metrics:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 26,445,178 | 362,317,801 | 4,822,618 | 109,867,458 |
6. Shareholder Proposal - Independent Board Chairman:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 135,369,382 | 253,987,260 | 4,228,955 | 109,867,458 |
7. Shareholder Proposal - Remove Size Limit on Proxy Access Group:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 93,237,615 | 294,552,524 | 5,795,458 | 109,867,458 |
8. Shareholder Proposal - Mandatory Retention of Significant Stock by Executives:
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| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 96,594,318 | 292,182,696 | 4,808,583 | 109,867,458 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
THE BOEING COMPANY
By: /s/ Grant M. Dixton
Grant M. Dixton
Vice President, Deputy General Counsel
and Corporate Secretary
Dated: April 29, 2019
