ba-20220621BOEING COfalse0000012927929 Long Bridge DriveArlingtonVA703414-6338100 N. Riverside PlazaChicagoIL60606-159600000129272022-06-212022-06-210000012927dei:FormerAddressMember2022-06-212022-06-21
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): June 21, 2022
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| THE BOEING COMPANY |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | | | | | | | |
| Delaware | | 1-442 | | 91-0425694 | |
| (State or other jurisdiction of
incorporation or organization) | | (Commission file number) | | (I.R.S. Employer Identification No.) | |
| | | | | | | | |
929 Long Bridge Drive, Arlington, VA | | 22202 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
(703) 414-6338 |
| (Registrant's telephone number, including area code) |
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100 N. Riverside Plaza, Chicago, IL 60606-1596 |
| (Former address, if changed since last report) |
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)) |
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 |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2022, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected David L. Gitlin as a director. Mr. Gitlin is Chairman and Chief Executive Officer of Carrier Global Corporation. Prior to his election as chairman in April 2021, he served as president and CEO of Carrier. Mr. Gitlin previously served in a number of leadership roles at United Technologies Corporation, including president and chief operating officer of Collins Aerospace Systems, president of UTC Aerospace Systems, president of Aircraft Systems, UTC Aerospace Systems, and the following positions with Hamilton Sundstrand: president of Aerospace Customers & Business Development; vice president of Auxiliary Power, Engine & Control Systems; vice president and general manager of Power Systems; and vice president of Pratt & Whitney programs. The Board has appointed Mr. Gitlin to the Aerospace Safety Committee and the Finance Committee. Mr. Gitlin will participate in the Company’s nonemployee director compensation program, which is described beginning on page 23 of the Company’s proxy statement for its 2022 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 11, 2022.
A copy of the Company’s press release relating to this matter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number | | Description |
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| 99.1 | | |
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| 104 | | 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
| |
| By: | /s/ John C. Demers |
| John C. Demers |
| Vice President, Assistant General Counsel & Corporate Secretary |
| |
| Dated: June 22, 2022 |
Exhibit 99.1
Boeing Elects David L. Gitlin to Board of Directors
–Gitlin brings significant aerospace experience; joins Aerospace Safety and Finance Committees
ARLINGTON, Va., June 21, 2022 – The Boeing Company [NYSE: BA] Board of Directors today announced that it has elected David L. Gitlin as its newest member. Gitlin will join the Aerospace Safety Committee and the Finance Committee.
Gitlin, 53, currently serves as chairman and chief executive officer of Carrier and brings to the Board more than 20 years of aerospace industry experience. He previously served in several executive leadership roles, including as president and chief operating officer of Collins Aerospace Systems, and as president of UTC Aerospace Systems.
“Dave is a proven leader with deep aerospace, manufacturing and supply chain expertise,” said Boeing Chairman Larry Kellner. “With his consistent focus on safety and track record of operational expertise, Dave will add critical experience and perspective to our Board.”
Boeing President and CEO Dave Calhoun said, “Dave is an excellent addition to our Board as we continue to rebuild trust, strengthen safety and quality and drive stability throughout our operations. We will benefit greatly from Dave’s significant experience leading complex enterprises focused on engineering, manufacturing, safety and quality.”
Since April 2019, seven independent directors have joined the Board. These directors collectively bring significant experience in aerospace, safety, engineering, manufacturing, cyber, software, risk oversight, audit, supply chain management and finance. Gitlin’s election to the Board fulfills the Company’s commitment, as part of the settlement of certain shareholder derivative claims in March 2022, to add another director with aerospace, engineering or safety systems background to the Board.
About David Gitlin
David Gitlin is chairman and chief executive officer of Carrier. Prior to his election as chairman in April 2021, he served as president and CEO of Carrier. Gitlin previously served in a number of leadership roles at United Technologies Corporation, including president and chief operating officer of Collins Aerospace Systems, president of UTC Aerospace Systems, president of Aircraft Systems, UTC Aerospace Systems, and the following positions with Hamilton Sundstrand: president of Aerospace Customers & Business Development; vice president of Auxiliary Power, Engine & Control Systems; vice president and general manager of Power Systems; and vice president of Pratt & Whitney programs.
Gitlin earned a bachelor’s degree from Cornell University, a Juris Doctor from the University of Connecticut School of Law and an MBA from MIT’s Sloan School of Management.
As a leading global aerospace company, Boeing develops, manufactures and services commercial airplanes, defense products and space systems for customers in more than 150 countries. As a top U.S. exporter, the company leverages the talents of a global supplier base to advance economic opportunity, sustainability and community impact. Boeing’s diverse team is committed to innovating for the future and living the company’s core values of safety, quality and integrity. Learn more at www.boeing.com.
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