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 ACTOF 1934
Date of Report (Date of earliest event reported) April 30, 2012
The Boeing Company
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-442 | 91-0425694 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification Number) | ||
| 100 N. Riverside, Chicago, IL | 60606-1596 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(Registrant’s Telephone Number, Including Area Code) (312) 544-2000
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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 30, 2012, the Board of Directors of The Boeing Company (the “Company”) adopted an amendment to Article II, Section 1 of the Company’s By-Laws to decrease the number of directors from twelve to eleven. A copy of the amended and restated By-Laws is attached hereto as Exhibit 3.2 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 30, 2012. Set forth below are the voting results for each of the matters submitted to a vote of the shareholders.
| 1. Election of Directors: | Votes For | Votes Against | Abstentions | Broker Non-Votes |
||||||||||||
| David L. Calhoun |
511,665,995 | 22,732,049 | 4,262,780 | 108,872,109 | ||||||||||||
| Arthur D. Collins, Jr. |
522,290,418 | 12,116,378 | 4,252,906 | 108,872,109 | ||||||||||||
| Linda Z. Cook |
522,939,182 | 11,644,038 | 4,077,601 | 108,872,109 | ||||||||||||
| Kenneth M. Duberstein |
467,748,340 | 66,797,375 | 4,114,879 | 108,872,109 | ||||||||||||
| Edmund P. Giambastiani, Jr. |
523,082,785 | 11,554,722 | 4,021,994 | 108,872,109 | ||||||||||||
| Lawrence W. Kellner |
524,210,154 | 10,250,410 | 4,199,526 | 108,872,109 | ||||||||||||
| Edward M. Liddy |
521,244,403 | 13,039,598 | 4,376,697 | 108,872,109 | ||||||||||||
| W. James McNerney, Jr. |
510,392,101 | 24,693,457 | 3,567,280 | 108,872,109 | ||||||||||||
| Susan C. Schwab |
523,134,401 | 11,667,616 | 3,858,804 | 108,872,109 | ||||||||||||
| Ronald A. Williams |
522,464,747 | 12,034,659 | 4,158,927 | 108,872,109 | ||||||||||||
| Mike S. Zafirovski |
519,073,528 | 15,383,298 | 4,203,995 | 108,872,109 | ||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 2. Advisory Vote to Approve Named Executive Officer Compensation |
505,127,597 | 26,597,706 | 6,934,721 | 108,872,909 | ||||||||||||
| Votes For | Votes Against | Abstentions | ||||||||||||||
| 3. Ratification of Appointment of Independent Auditor for 2012 |
631,922,323 | 12,344,548 | 3,266,058 | |||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 4. Shareholder Proposal Relating to Reports on Political and Trade Association Contributions |
138,664,955 | 332,391,557 | 67,602,620 | 108,873,249 | ||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 5. Shareholder Proposal Relating to Action by Written Consent |
188,449,880 | 343,461,212 | 6,747,904 | 108,873,249 | ||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 6. Shareholder Proposal Relating to Retention of Significant Stock by Former Executives |
126,462,110 | 406,709,167 | 5,474,846 | 108,872,309 | ||||||||||||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|||||||||||||
| 7. Shareholder Proposal Relating to Extraordinary Retirement Benefits |
169,504,571 | 364,861,786 | 4,291,734 | 108,873,249 | ||||||||||||
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.2 | By-Laws of The Boeing Company, as amended and restated on April 30, 2012 | |
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/ Michael F. Lohr | |
| Michael F. Lohr | ||
| Vice President, Assistant General Counsel and Corporate Secretary |
Dated: May 3, 2012
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 3.2 | By-Laws of The Boeing Company, as amended and restated on April 30, 2012 |