BOEING COfalse0000012927929 Long Bridge DriveArlingtonVA703414-633800000129272023-04-182023-04-18

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)
Delaware1-44291-0425694
(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)

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $5.00 Par ValueBANew 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.

1. Election of Directors
NAMEFORAGAINSTABSTAINBROKER NON-VOTES
Robert A. Bradway338,409,06213,752,3354,457,290115,476,690
David L. Calhoun335,702,50717,509,0773,407,103115,476,690
Lynne M. Doughtie339,737,86612,644,7714,236,050115,476,690
David L. Gitlin341,396,37010,837,5734,384,744115,476,690
Lynn J. Good334,213,70718,185,3634,219,617115,476,690
Stayce D. Harris340,815,20911,701,6984,101,780115,476,690
Akhil Johri338,216,84913,977,1884,424,650115,476,690
David L. Joyce337,033,05315,194,9714,390,663115,476,690
Lawrence W. Kellner331,866,47820,558,9824,193,227115,476,690
Steven M. Mollenkopf336,894,06215,318,0264,406,599115,476,690
John M. Richardson341,642,78410,713,2884,262,615115,476,690
Sabrina Soussan341,111,39111,044,0814,463,215115,476,690
Ronald A. Williams325,892,52626,282,9324,443,229115,476,690

2. Approve, on an Advisory Basis, Named Executive Officer Compensation:
FORAGAINSTABSTAINBROKER NON-VOTES
264,028,59287,060,2175,529,878115,476,690
3. Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation:
ONE YEARTWO YEARSTHREE YEARSABSTAINBROKER NON-VOTES
341,624,1913,533,8926,446,0785,014,526115,476,690
4. Approve The Boeing Company 2023 Incentive Stock Plan:
FORAGAINSTABSTAINBROKER NON-VOTES
323,948,55627,998,0734,672,058115,476,690
5. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2023:
FORAGAINSTABSTAIN
453,435,18314,826,2033,833,991


6. Shareholder Proposal - China Report:
FORAGAINSTABSTAINBROKER NON-VOTES
26,270,979322,197,8308,149,878115,476,690
7. Shareholder Proposal - Report on Lobbying Activities:
FORAGAINSTABSTAINBROKER NON-VOTES
130,466,797219,751,0796,400,811115,476,690
8. Shareholder Proposal - Report on Climate Lobbying:
FORAGAINSTABSTAINBROKER NON-VOTES
124,733,728212,935,77318,949,186115,476,690
9. Shareholder Proposal - Pay Equity Disclosure:
FORAGAINSTABSTAINBROKER NON-VOTES
166,496,429184,734,9895,387,269115,476,690







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