Document







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 ACTOF 1934

April 29, 2019
Date of Report (Date of earliest event reported)
 
The Boeing Company
 
 
(Exact name of registrant as specified in its charter)
 
Delaware
1-442
91-0425694
(State or Other Jurisdiction
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification Number)
 
100 N. Riverside, Chicago, IL
60606-1596
(Address of Principal Executive Offices)
(Zip Code)
 
 
(312) 544-2000
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 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 c
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. c



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Boeing Company held its Annual Meeting of Shareholders on April 29, 2019. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.

1. Election of Directors:
NAME
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Robert A. Bradway
382,840,699
6,056,828
4,688,070
109,867,458
David L. Calhoun
379,646,732
8,251,688
5,687,177
109,867,458
Arthur D. Collins Jr.
380,307,505
10,024,703
3,253,389
109,867,458
Edmund P. Giambastiani Jr.
382,029,412
7,000,769
4,555,416
109,867,458
Lynn J. Good
382,852,022
6,217,510
4,516,065
109,867,458
Nikki R. Haley
383,905,493
7,408,591
2,271,513
109,867,458
Lawrence W. Kellner
365,225,560
23,601,448
4,758,589
109,867,458
Caroline B. Kennedy
379,973,984
9,358,486
4,253,127
109,867,458
Edward M. Liddy
379,357,530
10,727,487
3,500,580
109,867,458
Dennis A. Muilenburg
382,303,665
8,709,662
2,572,270
109,867,458
Susan C. Schwab
378,237,586
11,093,777
4,254,234
109,867,458
Ronald A. Williams
381,113,566
7,618,907
4,853,124
109,867,458
Mike S. Zafirovski
380,066,456
10,308,999
3,210,142
109,867,458

2. Approve, on an Advisory Basis, Named Executive Officer Compensation:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
362,097,512
26,605,955
4,882,130
109,867,458

3. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2019:
FOR
AGAINST
ABSTAIN
 
483,738,893
16,881,786
2,832,376
 

4. Shareholder Proposal - Additional Report on Lobbying Activities:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
126,729,418
261,903,393
4,952,786
109,867,458

5. Shareholder Proposal - Impact of Share Repurchases on Performance Metrics:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
26,445,178
362,317,801
4,822,618
109,867,458

6. Shareholder Proposal - Independent Board Chairman:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
135,369,382
253,987,260
4,228,955
109,867,458



7. Shareholder Proposal - Remove Size Limit on Proxy Access Group:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
93,237,615
294,552,524
5,795,458
109,867,458

8. Shareholder Proposal - Mandatory Retention of Significant Stock by Executives:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
96,594,318
292,182,696
4,808,583
109,867,458



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/ Grant M. Dixton
Grant M. Dixton
Vice President, Deputy General Counsel
and Corporate Secretary

Dated: April 29, 2019