SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
BOEING
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) United Food & Commercial Workers Union Local 99R
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UFCW 99R
2401 N. Central Ave., 2nd fl.
Phoenix AZ 85004
(602) 572-2149
Sent to shareholders: March __, 1997
SHAREHOLDER SOLICITATION FOR PROPOSALS FOR ANNUAL
ELECTION OF ALL DIRECTORS (BOARD DECLASSIFICATION)
at BOEING CORPORATION
Annual Stockholders Meeting
April 28, 1997, 11:00 a.m.
7755 E. Marginal Way, South
Seattle WA 98108
Dear Fellow Boeing Shareholder:
We write to alert you to an upcoming vote on proposals
seeking to have the company declassify its board of directors
(that is, have all directors elected annually). These are items
7 and 8 on management's proxy card.
Boeing has a "classified" or "staggered" board, meaning each
year shareholders only get to vote on one-third of the seats on
the board.
Recently several companies have moved to declassify
their board, such as Mead Paper and Union Pacific. In 1996,
shareholder proposals received more support on average than ever
before, averaging 42.4% at 59 companies. Proposals against
staggered boards passed at Alumax, General Instrument, Liz
Claiborne, Rowan and Stride Rite. They received a majority of
shares voted at 4 other companies.
Many companies have annual election of all directors,
including Hewlett-Packard and U.S. Bancorp. Wayne Huizenga, co-
founder of Blockbuster and Waste Management (WMX), has the
following views on staggered boards, according to Business Week
reporter Gail DeGeorge:
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job."FN1
FN1: The Making of a Blockbuster (1996) at p.211. Neither
Huizenga nor DeGeorge are participants in this solicitation. They
have not been consulted regarding this quotation nor consented
thereto.
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year.
Under a classified board, even if a majority of
shareholders wanted to replace the whole board, that would likely
take three years to fully accomplish. We believe that is unfair
to shareholders. Our proposal is as follows:
RESOLVED: that shareholders recommend the company have all
directors stand for election annually.
This is a recommendation and thus would not bind the Board if
approved by shareholders. To be approved, it must receive a
majority of shares voted. A shareholder unrelated to us, the
Chevedden Family Trust, has proposed:
RESOLVED: that the Directors and Management take the
necessary steps to start annual election of Board members,
instead of waiting 3 years for election for each Board
member. This includes eliminating any by-laws that may
hinder annual elections.
The Chevedden proposal has been construed by the company as
mandatory and to require a vote of a majority of outstanding
stock in order to pass.
VOTING PROCEDURE AND VOTING RIGHTS
These proposals will appear as Items 7 and 8 in
management's proxy card and proxy statement. If you are a
shareholder of record (i.e., you do not own through a bank,
broker or other nominee), you can also use the enclosed proxy
card.
You may revoke a proxy vote any time before the tally by
(1) executing a later proxy card; (2) appearing at the meeting to
vote, or (3) delivering the proxyholder or the Company's
secretary written notice of revocation prior to the date of the
meeting. We will keep the content of all cards we receive
confidential from everyone except our staff, and Boeing
has a confidential voting policy. Each share of common
stock will be entitled to one vote on each matter coming before
the meeting. The record date is 2/27/97.
SOLICITATION
The participants in this solicitation are <R/>
United Food & Commercial Workers Local 99R (which owns 25
shares of company common stock) and its staff members (not
owners themselves). UFCW 99 will bear the costs of
solicitation, expected to be $2,000. We represent employees
in the Arizona retail food industry, and are in negotiations over
a successor contract for one Albertson's store. We are organizing
other Albertson's stores over management opposition in what we
feel are improper forms.FN2 Albertson's director John Fery
is also a Boeing director. We do not ask for your support in the
labor dispute and do not believe it relevant to how you should
vote on a corporate governance proposal. Even if these labor
problems are resolved, we will present your proxy cards at the
shareholders meeting. Last year, we pursued similar proposals at
other companies with board connections to Albertson's and will do
so again this year. We will present governance proposals at
Boise Cascade, Heritage Media, TIS, Pier 1 and Questar, which
have an Albertson's director on their boards.
FN2:
Over 1400 Albertson's employees around the nation have
signed declarations stating they worked "off-the-clock" while
employed by Albertson's. Class action lawsuits are pending
against Albertson's over this issue. The National Labor Relations
Board has issued about 47 complaints against Albertson's since
1/93.
. Management has used the workplace to campaign
against us while refusing us access, even to break areas. It
refuses to use expeditious union recognition procedures (used by
it in other locations), instead insisting on Board procedures
which we believe consume more time and money for all
concerned.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS AND OTHER
MATTERS FOR SHAREHOLDER VOTE
We incorporate by reference the information on these
subjects contained in management's proxy statement. If you return
the enclosed proxy card but do not direct us on how we should
vote your shares, we will vote in favor of all proposals and all
nominees. If any matter comes before the meeting not listed in
our card (which we do not anticipate), we will not vote your
stock thereon.
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Shareholders owning over $1,000 in stock for over one
year have the right to have a proposal included in management's
proxy statement. The deadline to submit such proposals to the
Company is 11/18/97.
PLEASE VOTE FOR SHAREHOLDER PROPOSALS FOR ANNUAL ELECTION
OF ALL DIRECTORS (BOARD DECLASSIFICATION).
Sincerely,
William McDonough
President UFCW 99
USE THIS CARD ONLY IF YOU ARE A SHAREHOLDER OF RECORD (I.E.,
YOU DO NOT HOLD THROUGH BANK, BROKER OR OTHER NOMINEE).
If you are not a shareholder of record, contact the record
owner to direct it as to how to vote your shares.
PROXY
SOLICITED BY UFCW 99R for
THE BOEING COMPANY
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1997
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of The Boeing Company, and at
any adjournments thereof, on the matters set forth in the Proxy
Statements. The undersigned directs this proxy be voted in
accordance with the instructions below, and grants no
discretionary authority.
WE RECOMMEND A VOTE FOR PROPOSALS 7 AND 8 (BOARD
DECLASSIFICATION).
(1) Election of directors
Nominees: Paul Gray, Harold Haynes, Frank Shrontz, George
Weyerhauser
FOR all nominees: [ ] WITHHOLD from all nominees [ ]
FOR all nominees except: ____________________________
(2) Increase number of authorized shares
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) Adopt Incentive Stock Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) Amend Incentive Compensation Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(5) Create subcommittee and report on military contracts
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(6) Adopt human rights criteria for China operations
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(7) ** Recommend annual election of all directors (declassify
board) **
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(8) ** Require annual election of all directors **
FOR [ ] AGAINST [ ] ABSTAIN [ ]
SIGNATURE ________________________________ DATE ___________
PRINT NAME/TITLE__________________________ DATE ___________
ADDRESS __________________________________________________
___________________________________________________________
____________ ___________ ___________
# OF SHARES PHONE No. FAX NO.
PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD
INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD
SIGN.