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2020 Proxy Statement 1 the BOEING BOARD: LEARNING and TAKING ACTION

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2020 Proxy Statement 1 the BOEING BOARD: LEARNING and TAKING ACTION Message from Our Chairman To my fellow shareholders: As your board chairman, I stand with Boeing’s people in mourning the lives lost in the Lion Air Flight 610 and Ethiopian Airlines Flight 302 accidents. We are deeply humbled by these tragedies and committed to fulfilling our responsibilities to all of our stakeholders. Your board and management team are dedicated to restoring trust with airline customers and the flying public, our employees, global regulators and our shareholders. We recognize this renewal begins by staying true to our word, listening and delivering positive, lasting change. Over the past year, our board and our company have done this in several ways. In addition to transitioning company leadership, we created a permanent Aerospace Safety Committee to oversee the design, development, manufacturing, operation, maintenance and delivery of products and services. Inside the company, we are installing a new design requirements program that will ensure we act on lessons learned and continuously improve. We are also adding new safety roles and expanding safety reporting systems both inside Boeing and within our supply chain. In addition, we are looking for new ways to enable and prioritize actions that improve safety, strengthen our culture and help us meet customer commitments. We have a strong mix of expertise and tenure on our board today. Since our last annual meeting, Admiral John Richardson, the 31st Chief of Naval Operations for the U.S. Navy, has joined our board, and we are pleased that Akhil Johri, former Chief Financial Officer of United Technologies, and Steven Mollenkopf, Chief Executive Officer of Qualcomm, have agreed to be nominated for election to the board at this year’s meeting. With these changes, we have supplemented the nominated board’s safety, engineering, and aerospace expertise. At the same time, I want to extend my personal thanks to our two retiring directors, who have provided leadership and exemplary service to the board. Ed Liddy has reached the board’s mandatory retirement age, and Mike Zafirovski has decided not to stand for re-election after 15 years on our board. We are grateful for their many contributions over the years. As you will read in the pages that follow, your board has been actively overseeing the company’s efforts toward restoring trust with stakeholders and recommitting to our core values. But we know that there is more work to do. You have my word that we will continue to evaluate additional actions in 2020 and beyond to strengthen our culture of transparency and accountability. This includes recommitting to Boeing’s values at every level of the company. Safety, quality and integrity are paramount in service to the company and the communities where Boeing’s people live and work. The challenges of the past 18 months have reinforced that Boeing is more than a company. We are accountable across the globe for safely connecting people and places, serving men and women in uniform, enabling space exploration, and driving innovation throughout the aerospace industry. Our duty to all stakeholders is based on this trust. Building that trust and delivering sustainable, long-term value requires regular dialogue with our shareholders. We completed extensive outreach in 2019, during which time members of the board and management engaged with shareholders representing approximately 45% of our outstanding stock. The input from these conversations informed the decision-making process and many of the recent actions we have taken, and it will continue to influence our path forward. Finally, we hold our deep gratitude to Boeing’s more than 160,000 employees. Their ongoing contributions will continue to strengthen Boeing. Ultimately, it is Boeing’s people and the pride they take in their work that fills me with hope and confidence for the future. Lawrence W. Kellner Chairman of the Board The Boeing Company Message from Our CEO To our shareholders: As Boeing’s new president and CEO, I am now experiencing each day the values Boeing stands for. Our people are tirelessly devoted to the customers who purchase, fly on and use our products and services. They are devastated, as I am, by the loss of life in the 737 MAX accidents and feel the deepest sorrow for the loved ones of those who died. Together, we are determined to implement the lessons we continue to learn from that experience. Those lessons are reshaping the way we do business and making us stronger as a company. We are engaging one another and our stakeholders with greater transparency and humility; asking and answering tough questions throughout the company; and focusing our efforts and our organizational structure more sharply on what matters most. Above all, we are holding ourselves accountable to the highest standards of safety, quality and integrity. The aviation industry and Boeing have a rich history of learning from each and every tragedy we have faced. This is a crucial time for Boeing. Foremost among our priorities is returning the 737 MAX safely to service and earning back trust with our stakeholders. We are committed to delivering excellence across our three businesses, restoring our production health, investing in our future and further strengthening our culture. We will get these things done, and we will get them done right. Throughout my first months, I have met with our people, our customers, our partners, our regulators and other stakeholders to ensure we understand their expectations. In these conversations I have seen deep support for our company and appreciation for the changes we are making to improve. Know also that we are committed to delivering on the high expectations you as shareholders have for us and that we set for ourselves. Even through the 737 MAX crisis, our Boeing team continued to deliver quality programs and provide highly engineered products and services that improve the lives and enhance the security of people around the world. And we have taken decisive steps to improve our ability to deliver safe products and services for our customers. For example, we have established a new Product and Services Safety organization that reviews all aspects of product safety. And we are strengthening our engineering teams by organizing them into a single function with a direct reporting line to Boeing’s chief engineer. We have also launched an enhanced reporting channel for employees to speak up about safety, quality and ethics concerns. I am determined to ensure that accountability begins with our leaders — and that starts with me. I am proud to be part of the Boeing team, and I am confident in our future. David L. Calhoun President and CEO The Boeing Company Notice of 2020 Annual Meeting of Shareholders To the Shareholders of The Boeing Company: The Boeing Company’s 2020 Annual Meeting of Shareholders will be held on Monday, April 27, 2020, at 9:00 a.m., Central Time, at The Field Museum, 1400 South Lake Shore Drive, Chicago, Illinois. At the meeting, shareholders will be asked to: • elect directors; • approve, on an advisory basis, named executive officer compensation; • ratify the appointment of Deloitte & Touche LLP as our independent auditors; and • transact such other business, including certain shareholder proposals, as may properly come before the meeting and any postponement or adjournment thereof. Shareholders of record at the close of business on February 27, 2020 are entitled to vote at the annual meeting and any postponement or adjournment thereof. By Order of the Board of Directors, Grant M. Dixton Vice President, Deputy General Counsel and Corporate Secretary March 13, 2020 PLEASE REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: VIA THE INTERNET BY MAIL Visit www.proxyvote.com Sign, date, and return your proxy card or voting instruction form BY TELEPHONE IN PERSON Call the telephone number on your proxy You must register in advance in order to card, voting instruction form or notice obtain an admission ticket and vote at the meeting. See page 77 for instructions on pre-registering Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 27, 2020: This Notice of Annual Meeting and Proxy Statement and the 2019 Annual Report are available at www.proxyvote.com. This proxy statement is issued in connection with the solicitation of proxies by the Board of Directors of The Boeing Company for use at the 2020 Annual Meeting of Shareholders and at any adjournment or postponement thereof. On or about March 13, 2020, we will begin distributing print or electronic materials regarding the annual meeting to each shareholder entitled to vote at the meeting. Shares represented by a properly executed proxy will be voted in accordance with instructions provided by the shareholder. Table of Contents THE BOEING BOARD: LEARNING COMPENSATION DISCUSSION AND AND TAKING ACTION 1 ANALYSIS 33 Listening to Your Feedback 1 Executive Summary 33 Strengthening Safety 2 Program Objectives 36 Holding Leaders Accountable 3 Program Design and Principal Elements 37 Making Senior Leadership Changes 3 Other Design Elements 44 Rebuilding Stakeholder Trust 3 Governance of Pay-Setting Process 45 Living Our Values 4 Additional Considerations 47 Our Path Forward 5 Compensation Committee Report 49 Compensation Committee Interlocks and PROXY SUMMARY 6 Insider Participation 49 Compensation and Risk 49 Voting Recommendations of the Board 6 Director Nominees 6 Shareholder Outreach 7 COMPENSATION OF EXECUTIVE Governance Checklist 7 OFFICERS 51 Executive Compensation
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