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 Act of 1934
Date of Report (Date of Earliest Event Reported): April 27, 2020
THE BOEING COMPANY | ||
(Exact name of registrant as specified in its charter) |
1-442 | ||
Commission file number |
Delaware | 91-0425694 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
100 N. Riverside Plaza, | Chicago, | IL | 60606-1596 | |
(Address of principal executive offices) | (Zip Code) |
(312) | 544-2000 | ||
(Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $5.00 Par Value | BA | New York Stock Exchange |
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 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 ☐
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Boeing Company held its Annual Meeting of Shareholders on April 27, 2020. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
1. Election of Directors:
NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |
Robert A. Bradway | 345,365,776 | 14,038,892 | 3,934,826 | 109,406,933 | |
David L. Calhoun | 345,377,465 | 14,626,159 | 3,335,870 | 109,406,933 | |
Arthur D. Collins Jr. | 213,030,754 | 146,288,021 | 4,020,719 | 109,406,933 | |
Edmund P. Giambastiani Jr. | 231,304,204 | 128,284,471 | 3,750,819 | 109,406,933 | |
Lynn J. Good | 344,477,158 | 14,963,733 | 3,898,603 | 109,406,933 | |
Akhil Johri | 348,361,788 | 11,093,320 | 3,884,386 | 109,406,933 | |
Lawrence W. Kellner | 265,814,593 | 93,829,133 | 3,695,768 | 109,406,933 | |
Caroline B. Kennedy | 340,943,105 | 18,653,092 | 3,743,297 | 109,406,933 | |
Steven M. Mollenkopf | 344,256,671 | 15,199,922 | 3,882,901 | 109,406,933 | |
John M. Richardson | 349,220,702 | 10,292,385 | 3,826,407 | 109,406,933 | |
Susan C. Schwab | 204,943,423 | 154,646,147 | 3,749,924 | 109,406,933 | |
Ronald A. Williams | 241,489,668 | 118,042,002 | 3,807,824 | 109,406,933 |
2. Approve, on an Advisory Basis, Named Executive Officer Compensation:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
289,252,458 | 68,821,533 | 5,265,503 | 109,406,933 |
3. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2020:
FOR | AGAINST | ABSTAIN | |
452,679,869 | 16,567,866 | 3,498,692 |
4. Shareholder Proposal - Disclosure of Director Skills, Ideological Perspectives, and Experience and Minimum Director Qualifications
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
47,289,612 | 311,415,100 | 4,634,782 | 109,406,933 |
5. Shareholder Proposal - Additional Report on Lobbying Activities:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
111,876,751 | 232,701,915 | 18,760,828 | 109,406,933 |
6. Shareholder Proposal - Policy Requiring Independent Board Chairman:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
189,442,469 | 168,990,472 | 4,906,553 | 109,406,933 |
7. Shareholder Proposal - Written Consent:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
157,499,313 | 199,175,397 | 6,664,784 | 109,406,933 |
8. Shareholder Proposal - Mandatory Retention of Significant Stock by Executives:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
94,379,642 | 264,109,694 | 4,850,158 | 109,406,933 |
9. Shareholder Proposal - Additional Disclosure of Compensation Adjustments:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
92,260,382 | 266,591,606 | 4,487,506 | 109,406,933 |
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 & Corporate Secretary | |
Dated: April 27, 2020 |