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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 Act of 1934
Date of Report (Date of Earliest Event Reported): April 29, 2022
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| 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 Company held its Annual Meeting of Shareholders on April 29, 2022. 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 | 303,032,790 | 20,970,670 | 5,176,255 | 119,181,248 |
| David L. Calhoun | 304,016,915 | 20,969,790 | 4,193,010 | 119,181,248 |
| Lynne M. Doughtie | 308,708,756 | 15,476,212 | 4,994,747 | 119,181,248 |
| Lynn J. Good | 302,725,292 | 21,487,910 | 4,966,513 | 119,181,248 |
| Stayce D. Harris | 309,875,219 | 14,504,603 | 4,799,893 | 119,181,248 |
| Akhil Johri | 306,641,132 | 17,441,879 | 5,096,704 | 119,181,248 |
| David L. Joyce | 309,823,105 | 14,238,155 | 5,118,455 | 119,181,248 |
| Lawrence W. Kellner | 276,726,379 | 47,596,064 | 4,857,272 | 119,181,248 |
| Steven M. Mollenkopf | 303,809,669 | 20,262,988 | 5,107,058 | 119,181,248 |
| John M. Richardson | 310,503,146 | 13,636,368 | 5,040,201 | 119,181,248 |
| Ronald A. Williams | 292,910,375 | 31,025,631 | 5,243,709 | 119,181,248 |
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| 2. Approve, on an Advisory Basis, Named Executive Officer Compensation: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 271,059,627 | 51,703,781 | 6,416,307 | 119,181,248 |
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| 3. Approve The Boeing Company Global Stock Purchase Plan: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 312,925,677 | 12,396,982 | 3,857,056 | 119,181,248 |
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| 4. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2022: |
| FOR | AGAINST | ABSTAIN | |
| 426,769,918 | 17,446,254 | 4,144,791 | |
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| 5. Shareholder Proposal - Additional Report on Lobbying Activities: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 131,306,790 | 192,540,224 | 5,332,701 | 119,181,248 |
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| 6. Shareholder Proposal - Additional Report on Charitable Contributions: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 29,307,484 | 294,741,173 | 5,131,058 | 119,181,248 |
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| 7. Shareholder Proposal - Reduce Threshold to Call Special Meetings from 25% to 10%: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 111,375,951 | 212,781,468 | 5,022,296 | 119,181,248 |
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| 8. Shareholder Proposal - Report on Net Zero Indicator: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 293,278,095 | 27,718,491 | 8,183,129 | 119,181,248 |
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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.
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| THE BOEING COMPANY |
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| By: | /s/ John C. Demers |
| John C. Demers |
| Vice President, Assistant General Counsel & Corporate Secretary |
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| Dated: April 29, 2022 |
