BOEING CO — Proxy Solicitation & Information Statement 2014

Mar 17, 2014

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THE BOEING COMPANY 100 N. RIVERSIDE PLAZA MC 5003-1001 CHICAGO, IL 60606-1596 ATTN: DANA KRUEGER

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SCAN TO VIEW MATERIALS & VOTE 

VOTE BY INTERNET - www.proxyvote.com

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Use the internet to transmit your voting instructions. Have this proxy card in hand when you access the web site and follow the instructions.

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VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Have this proxy card in hand when you call and follow the instructions.

VOTE BY MAIL

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Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

DEADLINE TO VOTE

Your internet or phone vote must be received by 10:59 p.m. CDT on Sunday, April 27, 2014. If you own Plan shares, your vote must be received by 10:59 p.m. CDT on Wednesday, April 23, 2014 in order to provide

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

x

M65532-P46278-Z62289

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY

THE BOEING COMPANY

The	Board of Directors recommends you voteFORthe	Board of Directors recommends you voteFORthe
following		11 director nominees:
1.	Election of Directors		For	**Against **	Abstain
	1a.	David L. Calhoun	!	!	!
	1b.	Arthur D. Collins, Jr.	!	!	!	COMPANY PROPOSALS: The Board of Directors		For	**Against **	Abstain
						recommends you vote FOR proposals 2, 3 and 4.
	1c.	Linda Z. Cook	!	!	!	2.	Approve, on an Advisory Basis, Named Executive	!	!	!
							Off cer Compensation.
	1d.	Kenneth M. Duberstein	!	!	!	3.	Approve the Amendment and Restatement of The BoeingCompany 2003 Incentive Stock Plan.	!	!	!
	1e.	Edmund P. Giambastiani, Jr.	!	!	!	4.	Ratify the Appointment of Deloitte & Touche LLP asIndependent Auditor for 2014.	!	!	!
	1f.	Lawrence W. Kellner	!	!	!	SHAREHOLDER PROPOSALS: The Board of Directorsrecommends you vote AGAINST proposals 5, 6 and 7.
	1g.	Edward M. Liddy	!	!	!	5.	Report to Disclose Lobbying.	!	!	!
	1h.	W. James McNerney, Jr.	!	!	!	6.	Right to Act by Written Consent.	!	!	!
	1i.	Susan C. Schwab	!	!	!	7.	Independent Board Chairman.	!	!	!
	1j.	Ronald A. Williams	!	!	!
	1k.	Mike S. Zaf rovski	!	!	!

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fi duciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized offi cer.

Signature [PLEASE SIGN WITHIN BOX]

Signature (Joint Owners)

Date

Date

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Admission Ticket to

The Boeing Company 2014 Annual Meeting of Shareholders

PLEASE BRING THIS ADMISSION TICKET AND A VALID PHOTO IDENTIFICATION FOR ADMISSION TO THE MEETING. THIS TICKET WILL ADMIT THE SHAREHOLDER AND ONE GUEST.

Directions to the annual meeting are included in the proxy statement and are available by telephone at 312-922-9410 or on The Field Museum’s website at www.fi eldmuseum.org.

TIME & DATE: PLACE: 10:00 a.m., Central Daylight Time, The Field Museum on Monday, April 28, 2014 1400 South Lake Shore Drive Chicago, Illinois 60605-2496

Your vote is important. Please vote by internet, telephone or mail as soon as possible to ensure that your vote is recorded promptly.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice of 2014 Annual Meeting and Proxy Statement and the 2013 Annual Report are available at www.proxyvote.com.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

To save resources and reduce Boeing’s printing and mailing costs, you can elect to receive future proxy materials and other shareholder communications electronically at www.computershare.com/investor.

 IF YOU WISH TO VOTE BY MAIL, FOLD ALONG PERFORATION,  DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. M65533-P46278-Z62289

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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS THE BOEING COMPANY ANNUAL MEETING OF SHAREHOLDERS MONDAY, APRIL 28, 2014

The undersigned hereby appoints Arthur D. Collins, Jr., Linda Z. Cook and Kenneth M. Duberstein, and each of them, with full power of substitution, to act as proxies for the undersigned and authorizes them to represent and vote all of the shares of stock of The Boeing Company that the undersigned is entitled to vote at the 2014 Annual Meeting of Shareholders, and any adjournment or postponement thereof, with respect to all of the matters indicated on the reverse side of this card, and with discretionary authority as to any other matters that may properly come before the meeting or any adjournment or postponement thereof.

The number of shares of Boeing stock shown on this proxy card includes shares held in The Boeing Company Voluntary Investment Plan (the “Plan”) as well as any other shares you may own outside of the Plan. If you are a participant in the Plan, you hereby instruct the Plan trustee to vote all of the Plan share interests allocated to you at the meeting and any adjournment or postponement thereof, with respect to the proposals indicated on the reverse side of this card, and you authorize the trustee to empower the proxies named above to vote in their judgment on such other business as may properly come before the Meeting and any adjournment or postponement thereof. You may not vote the Plan share interests allocated to you at the Meeting; the trustee must vote the Plan share interests. The Plan trustee must receive your proxy instructions no later than 10:59 p.m., Central Daylight Time, on April 23, 2014, or the trustee will vote the Plan shares in the same manner and proportion as Plan shares for which it has received instructions, unless contrary to applicable law.

If this proxy card is signed and no direction is given, this proxy for both registered shares and Plan shares will be voted in accordance with the recommendations of the Board of Directors.

If you wish to vote by mail, please mark, sign, date and return this proxy card promptly using the enclosed reply envelope.