BOEING CO — Proxy Solicitation & Information Statement 2019

Mar 15, 2019

DEFA14A 1 d686032ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

THE BOEING COMPANY

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 29, 2019.

| | Meeting Information For Shareholders as of the close of business on: February 28, 2019 Date: April 29,
2019 Time: 9:00 A.M. CT Location: The Field Museum 1400 South Lake Shore Drive Chicago, Illinois 60605-2496 Meeting Admission Policy: If you would like to attend theAnnual Meeting, you must obtain an admission ticket by registering no later than April 19, 2019,
as described in more detail in theProxy Statement. |
| --- | --- |
| | You are receiving this communication because you hold common stock of
The Boeing Company. |
| ● | This is not a ballot. You cannot use this notice to vote. This
communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at www.proxyvote.com or by scanning the QR code on the reverse side, or you may
request a paper copy (see reverse side). |
| | We encourage you to access and review all of the important information contained in the proxy materials before voting. |
| | See the reverse side of
this notice to obtain proxy materials and voting instructions. |

Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: Notice of The Boeing Company’s 2019 Annual Meeting of Shareholders and Proxy Statement and the Annual Report for the year-ended
December 31, 2018 How to View Online: Have the 16-digit number that
is printed in the box marked by the arrow (located on the following page) and visit www.proxyvote.com, or use your smartphone to scan the QR code below. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one.There is no charge for requesting a copy. Shareholders may also request paper or e-mail copies of the proxy
materials for all future meetings. Please choose one of the following methods to make your request:
1)	BY INTERNET :	www.proxyvote.com
2)	BY TELEPHONE :	1-800-579-1639
3)	BY E-MAIL* :	sendmaterial@proxyvote.com
*  If requesting materials by e-mail, please send a blank e-mail with the 16-digit number that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor.
Please make the
request as instructed above on or before April 15, 2019 to facilitate timely delivery.

How To Vote Please Choose One of the Following Voting Methods

●
●	Vote By Internet: Go to www.proxyvote.com or scan the QR code above using your smartphone . Have the 16-digit number that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
●	Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
●	Vote In Person: You may choose to attend and vote in person at the Annual Meeting of Shareholders. A ballot will be provided to shareholders of record
who attend the Meeting and wish to vote in person. You must obtain an admission ticket in advance. Instructions for registering to attend the meeting are included below. Please refer to the Proxy Statement available online for other admission
requirements, as well as directions to the meeting location.
	Meeting Admission Policy: In order to attend the meeting, you must obtain an admission ticket by registering no later than April 19, 2019. Click the
“Register for Meeting” link at proxyvote.com or call 1-844-318-0137 to register.
	Deadline to Vote By Internet : Your internet vote must be received by 10:59 p.m. CT on Sunday, April 28, 2019.

The Board of Directors recommends you vote FOR the following 13 director nominees:
1.	Election of Directors
●	1a. 1b. 1c. 1d. 1e. 1f. 1g. 1h. 1i. 1j. 1k. 1l. 1m.	Robert A. Bradway David L. Calhoun Arthur D. Collins Jr. Edmund P. Giambastiani Jr. Lynn J. Good Nikki R. Haley Lawrence W. Kellner Caroline B. Kennedy Edward M. Liddy Dennis A. Muilenburg Susan C. Schwab Ronald A. Williams Mike S. Zafirovski

COMPANY PROPOSALS: The Board of Directors recommends you vote FOR proposals 2 and 3.

1. Approve, on an Advisory Basis, Named Executive Officer Compensation.

2. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2019.

SHAREHOLDER PROPOSALS: The Board of Directors recommends you vote AGAINST proposals 4, 5, 6, 7 and 8.

1. Additional Report on Lobbying Activities.

2. Impact of Share Repurchases on Performance Metrics.

3. Independent Board Chairman.

4. Remove Size Limit on Proxy Access Group.

5. Mandatory Retention of Significant Stock by Executives.

NOTE: In their discretion, the proxies are authorized to vote on such other matters that may properly come before the 2019 Annual Meeting of Shareholders or any other adjournment or postponement thereof.