Shareholder Vote

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 27, 2020   THE BOEING COMPANY (Exact name of registrant as specified in its charter)   1-442      Commission file number     Delaware   91-0425694 (State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)           100 N. Riverside Plaza, Chicago, IL   60606-1596 (Address of principal executive offices)   (Zip Code)   (312) 544-2000     (Registrant's telephone number, including area code)   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 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)) 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 Boeing Company held its Annual Meeting of Shareholders on April 27, 2020. 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 345,365,776 14,038,892 3,934,826 109,406,933 David L. Calhoun 345,377,465 14,626,159 3,335,870 109,406,933 Arthur D. Collins Jr. 213,030,754 146,288,021 4,020,719 109,406,933 Edmund P. Giambastiani Jr. 231,304,204 128,284,471 3,750,819 109,406,933 Lynn J. Good 344,477,158 14,963,733 3,898,603 109,406,933 Akhil Johri 348,361,788 11,093,320 3,884,386 109,406,933 Lawrence W. Kellner 265,814,593 93,829,133 3,695,768 109,406,933 Caroline B. Kennedy 340,943,105 18,653,092 3,743,297 109,406,933 Steven M. Mollenkopf 344,256,671 15,199,922 3,882,901 109,406,933 John M. Richardson 349,220,702 10,292,385 3,826,407 109,406,933 Susan C. Schwab 204,943,423 154,646,147 3,749,924 109,406,933 Ronald A. Williams 241,489,668 118,042,002 3,807,824 109,406,933 2. Approve, on an Advisory Basis, Named Executive Officer Compensation: FOR AGAINST ABSTAIN BROKER NON-VOTES 289,252,458 68,821,533 5,265,503 109,406,933 3. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2020: FOR AGAINST ABSTAIN   452,679,869 16,567,866 3,498,692   4. Shareholder Proposal - Disclosure of Director Skills, Ideological Perspectives, and Experience and Minimum Director Qualifications FOR AGAINST ABSTAIN BROKER NON-VOTES 47,289,612 311,415,100 4,634,782 109,406,933 5. Shareholder Proposal - Additional Report on Lobbying Activities: FOR AGAINST ABSTAIN BROKER NON-VOTES 111,876,751 232,701,915 18,760,828 109,406,933 6. Shareholder Proposal - Policy Requiring Independent Board Chairman: FOR AGAINST ABSTAIN BROKER NON-VOTES 189,442,469 168,990,472 4,906,553 109,406,933 7. Shareholder Proposal - Written Consent: FOR AGAINST ABSTAIN BROKER NON-VOTES 157,499,313 199,175,397 6,664,784 109,406,933 8. Shareholder Proposal - Mandatory Retention of Significant Stock by Executives: FOR AGAINST ABSTAIN BROKER NON-VOTES 94,379,642 264,109,694 4,850,158 109,406,933 9. Shareholder Proposal - Additional Disclosure of Compensation Adjustments: FOR AGAINST ABSTAIN BROKER NON-VOTES 92,260,382 266,591,606 4,487,506 109,406,933 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 & Corporate Secretary     Dated: April 27, 2020