Form 8-K

 

 

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

February 27, 2012

Date of Report (Date of earliest event reported)

 

 

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)

(312) 544-2000

(Registrant’s Telephone Number, Including Area Code)

 

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2012, the Compensation Committee of the Board of Directors of The Boeing Company (the “Company”) approved a grant of 40,000 restricted stock units (the “Award”) to J. Michael Luttig, the Company’s Executive Vice President and General Counsel. The Award was granted in recognition of Mr. Luttig’s performance and as a retention vehicle. The Award will vest 100% and settle in shares of the Company’s common stock on a one-for-one basis on February 27, 2016, which is the fourth anniversary of the grant date. The Award was made under the Company’s 2003 Incentive Stock Plan, as amended and restated (the “2003 Plan”), and is subject to the terms and conditions set forth in the 2003 Plan and the Form of Notice of Terms of Restricted Stock Units, a copy of which is included as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  

Description

10.1    Form of Notice of Terms of Restricted Stock Units.


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: February 29, 2012


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

10.1    Form of Notice of Terms of Restricted Stock Units.