8-K
Boeing Co (BA)
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 18, 2023
| THE BOEING COMPANY | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 1-442 | 91-0425694 |
| --- | --- | --- |
| (State or other jurisdiction of<br>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) |
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 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on April 18, 2023. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
- Election of Directors
| NAME | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
|---|---|---|---|---|---|---|---|---|---|
| Robert A. Bradway | 338,409,062 | 13,752,335 | 4,457,290 | 115,476,690 | |||||
| David L. Calhoun | 335,702,507 | 17,509,077 | 3,407,103 | 115,476,690 | |||||
| Lynne M. Doughtie | 339,737,866 | 12,644,771 | 4,236,050 | 115,476,690 | |||||
| David L. Gitlin | 341,396,370 | 10,837,573 | 4,384,744 | 115,476,690 | |||||
| Lynn J. Good | 334,213,707 | 18,185,363 | 4,219,617 | 115,476,690 | |||||
| Stayce D. Harris | 340,815,209 | 11,701,698 | 4,101,780 | 115,476,690 | |||||
| Akhil Johri | 338,216,849 | 13,977,188 | 4,424,650 | 115,476,690 | |||||
| David L. Joyce | 337,033,053 | 15,194,971 | 4,390,663 | 115,476,690 | |||||
| Lawrence W. Kellner | 331,866,478 | 20,558,982 | 4,193,227 | 115,476,690 | |||||
| Steven M. Mollenkopf | 336,894,062 | 15,318,026 | 4,406,599 | 115,476,690 | |||||
| John M. Richardson | 341,642,784 | 10,713,288 | 4,262,615 | 115,476,690 | |||||
| Sabrina Soussan | 341,111,391 | 11,044,081 | 4,463,215 | 115,476,690 | |||||
| Ronald A. Williams | 325,892,526 | 26,282,932 | 4,443,229 | 115,476,690 | |||||
| 2. Approve, on an Advisory Basis, Named Executive Officer Compensation: | |||||||||
| --- | --- | --- | --- | ||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 264,028,592 | 87,060,217 | 5,529,878 | 115,476,690 | 3. Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation: | |||||
| --- | --- | --- | --- | --- | |||||
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES | |||||
| 341,624,191 | 3,533,892 | 6,446,078 | 5,014,526 | 115,476,690 | 4. Approve The Boeing Company 2023 Incentive Stock Plan: | ||||
| --- | --- | --- | --- | ||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 323,948,556 | 27,998,073 | 4,672,058 | 115,476,690 | ||||||
| 5. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2023: | |||||||||
| FOR | AGAINST | ABSTAIN | |||||||
| 453,435,183 | 14,826,203 | 3,833,991 | |||||||
| 6. Shareholder Proposal - China Report: | |||||||||
| --- | --- | --- | --- | ||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 26,270,979 | 322,197,830 | 8,149,878 | 115,476,690 | ||||||
| 7. Shareholder Proposal - Report on Lobbying Activities: | |||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 130,466,797 | 219,751,079 | 6,400,811 | 115,476,690 | ||||||
| 8. Shareholder Proposal - Report on Climate Lobbying: | |||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 124,733,728 | 212,935,773 | 18,949,186 | 115,476,690 | ||||||
| 9. Shareholder Proposal - Pay Equity Disclosure: | |||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||
| 166,496,429 | 184,734,989 | 5,387,269 | 115,476,690 |
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/ John C. Demers |
| John C. Demers | |
| Vice President, Assistant General Counsel and Corporate Secretary | |
| Dated: April 19, 2023 |