Current Report — Form 8-K Filing Table of Contents
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(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
iCommon
Stock, $5.00 Par Value
iBA
iNew 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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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 i☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Gregory D. Smith, Executive Vice
President, Enterprise Operations and Chief Financial Officer, has announced his retirement from The Boeing Company (the “Company”) effective July 9, 2021. The Company intends to conduct a search for Mr. Smith’s successor. A copy of the Company’s press release announcing Mr. Smith’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on April 20, 2021. 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
306,293,486
13,495,226
5,438,644
120,898,665
David L. Calhoun
307,177,948
13,759,531
4,289,877
120,898,665
Lynn M. Doughtie
310,712,468
9,663,121
4,851,767
120,898,665
Edmund
P. Giambastiani Jr.
278,411,488
41,348,327
5,467,541
120,898,665
Lynn J. Good
305,393,705
14,512,660
5,320,991
120,898,665
Akhil Johri
309,795,063
10,450,781
4,981,512
120,898,665
Lawrence
W. Kellner
266,998,871
52,963,042
5,265,443
120,898,665
Steven M. Mollenkopf
310,179,057
10,099,375
4,948,924
120,898,665
John M. Richardson
310,995,203
9,313,788
4,918,365
120,898,665
Ronald
A. Williams
298,158,934
21,598,689
5,469,733
120,898,665
2. Approve, on an Advisory Basis, Named Executive Officer Compensation:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
284,398,682
34,007,034
6,821,640
120,898,665
3.
Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2021:
FOR
AGAINST
ABSTAIN
426,801,727
15,045,641
4,278,653
4. Shareholder Proposal - Additional Report on Lobbying Activities:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
118,305,289
200,691,125
6,230,942
120,898,665
5. Shareholder Proposal - Written Consent:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
114,354,814
203,590,924
7,281,618
120,898,665
Item 8.01.
Other Events.
The Company announced that the Board has extended the Company’s mandatory retirement age with respect to David L. Calhoun, President and Chief Executive Officer. The extension contemplates that Mr. Calhoun not be required to retire from the Company until April 1, 2028. However, there is no fixed term associated with Mr. Calhoun’s employment. A copy of the Company’s press release announcing the extension is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.