Boeing Files 2024 Investor Update Proxy Materials

TL;DR

Boeing's proxy filing is out, focusing on their board. No fee paid.

AI Summary

Boeing Co. filed a Definitive Additional Materials proxy statement (DEFA14A) on May 7, 2024. This filing is related to their 2024 Investor Update and highlights an independent and diverse Board of Directors. The filing fee was not required.

Why It Matters

This filing provides shareholders with information regarding the company's governance and board composition, which can influence investment decisions and company strategy.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information to shareholders and does not indicate any immediate financial or operational risks.

Key Players & Entities

• BOEING CO (company) — Registrant
• 929 LONG BRIDGE DRIVE (location) — Boeing's business and mail address
• ARLINGTON (location) — Boeing's business and mail city
• VA (location) — Boeing's business and mail state
• 22202 (location) — Boeing's business and mail zip code
• 7034146338 (phone_number) — Boeing's business phone number
• 19730725 (date) — Date of Boeing's former company name change
• 20240507 (date) — Filing date of the DEFA14A
• 20240506 (date) — Date as of change for the filing

FAQ

Key Financial Figures

• $10M — ecial awards (excluding buyout grant of $10M granted to Mr. Calhoun upon hire in ear
• $216 — Price Value on Vesting Date (2/20/2024) $216 $259 $0 $216 $204 50% 50% 47% Assumes z
• $259 — Value on Vesting Date (2/20/2024) $216 $259 $0 $216 $204 50% 50% 47% Assumes zero v
• $0 — e on Vesting Date (2/20/2024) $216 $259 $0 $216 $204 50% 50% 47% Assumes zero vest
• $204 — ting Date (2/20/2024) $216 $259 $0 $216 $204 50% 50% 47% Assumes zero vesting date v
• $333 — LTI target value realized upon vesting $333 2021-2023 Long-Term Incentive Program O

Filing Documents

• d791386ddefa14a.htm (DEFA14A) — 56KB
• g791386txs10g1.jpg (GRAPHIC) — 177KB
• g791386txs11g1.jpg (GRAPHIC) — 141KB
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• g791386txs20g1.jpg (GRAPHIC) — 120KB
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• 0001193125-24-132171.txt ( ) — 4810KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 THE BOEING COMPANY (Name of registrant as specified in its charter) (Name of Person(s) Filing Proxy Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 2024 Investor Update Executive Summary Independent and Diverse Board of Directors Experienced Board with highly relevant mix of skills and experience to meet evolving business needs, including areas critical to safety and risk management Eight independent directors with critical expertise have been added since 2019 as part of the Board's deliberate refreshment efforts Pay Opportunities and Outcomes Aligned With Performance Highly performance-based compensation program with cumulative realizable pay over CEO's tenure down 33% compared to target pay over the same period (as of December 31, 2023) Placed heightened emphasis on seeking shareholder feedback on our compensation program following the 2023 say-on-pay vote and took responsive action 2023 outcomes demonstrate accountability and alignment with performance: Following the Alaska Airlines accident, CEO declined to be considered for any annual incentive payout for 2023; ultimate payouts for NEOs ranged from 0% to 137% of target 47% of long-term incentive target value realized upon vesting for 2021-2023 performance period Following the Alaska Airlines accident, the Compensation Committee made significant design changes to the 2024 program to deepen focus on safety in addition to reducing the long-term incentive target value for all Elected Officers Shareholder Proposal Topics Already Effectively Disclosed and Managed Our existing management strategies, disclosures and policies already in place render the requests put forward in the shareholder proposals unnecessary Board Committed to Demonstrating Action to Improve Safety and Quality The Board and Aerospace Safety Committee are actively engaged in overseeing the Company's immediate and comprehensive actions to Boeing's quality assurance and controls across factories following the Alaska Airlines Flight 1282 accident Thoughtful Leadership Transition to Guide the Company Forward Dave Calhoun will be stepping down as CEO at the end of 2024; Board appointed Steve Mollenkopf as independent Chair following Larry Kellner's decision to not stand for re-election to the Board; Stephanie Pope was named Commercial Airplanes CEO Board, led by its new Chair, immediately launched a nationwide, internal and external search for a new CEO Former CEO and COO of Qualcomm, bringing critical insights to the Board in areas such as engineering leadership, risk management, leading a complex business with a global reach and oversight of large-scale efforts to develop and test new technologies Expertise and direct leadership experience in precision engineering, project management, manufacturing, quality control and designing testing regimes for complex systems A published Institute of Electrical and Electronics Engineers author and an inventor on 38 patents Leading the Board's process of selecting the next CEO Steve Mollenkopf Independent Chair Thoughtful leadership changes to guide the company forward Board conducting a thorough succession process for a CEO to succeed Mr. Calhoun In March 2024, Boeing announced Board and management changes: Dave Calhoun intends to step down as CEO at the end of 2024 Steve Mollenkopf appointed as the new Chair following Larry Kellner's decision to not stand for re-election to the Board Stephanie Pope named President and CEO of Boeing Commercial Airplanes (BCA), replacing Stan Deal New Board Leadership Taking immediate action: The board's response in the first 45 days As we move forward, we are committed to demonstrating action and transparency every step of the way ASC = Aerospace Safety Committee CASO = Chief Aerospace Safety Officer FAA = Federal Aviation Administration NTSB = National Transportation Safety Board 2024 January Feb. 6: Preliminary NTSB report Feb. 1: 4th ASC meeting Jan. 5: Alaska Airlines 1282 accident Board notified of accident ASC Chair updated on accident Jan. 6: FAA grounding of 737-9 aircraft with door plug Briefing by CASO with CEO, Board Chair and ASC Chair 1st ASC meeting Jan. 9: All-employee safety webcast led by CEO with participation by Board Chair and ASC Chair CEO, Board Chair and ASC Chair floor walk at Renton factory with Total Qua

View Full Filing

View this DEFA14A filing on SEC EDGAR