Document







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

May 1, 2017
Date of Report (Date of earliest event reported)
 
The Boeing Company
 
 
(Exact name of registrant as specified in its 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 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 c
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. c




Item 5.07. Submission of Matters to a Vote of Security Holders.

The Boeing Company (the "Company") held its Annual Meeting of Shareholders on May 1, 2017. 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
436,726,126
4,916,813
3,034,952
105,389,019
David L. Calhoun
434,447,719
7,310,246
2,919,926
105,389,019
Arthur D. Collins, Jr.
434,031,325
7,570,200
3,076,366
105,389,019
Kenneth M. Duberstein
426,941,266
14,720,740
3,015,885
105,389,019
Edmund P. Giambastiani, Jr.
436,457,137
5,405,529
2,815,225
105,389,019
Lynn J. Good
436,824,257
5,039,147
2,814,487
105,389,019
Lawrence W. Kellner
410,640,960
31,087,940
2,948,991
105,389,019
Edward M. Liddy
433,674,026
8,048,961
2,954,904
105,389,019
Dennis A. Muilenburg
433,352,376
7,572,548
3,752,967
105,389,019
Susan C. Schwab
432,715,810
9,173,212
2,788,869
105,389,019
Randall L. Stephenson
401,965,625
39,732,435
2,979,831
105,389,019
Ronald A. Williams
430,388,198
11,330,212
2,959,481
105,389,019
Mike S. Zafirovski
432,466,639
9,140,416
3,070,836
105,389,019

2. Approve, on an Advisory Basis, Named Executive Officer Compensation:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
422,216,125
17,992,088
4,469,678
105,389,019

3. Recommend the Frequency of Future Advisory Votes on Named Executive Officer Compensation:
1 YEAR
2 YEARS
3 YEAR
ABSTAIN
BROKER NON-VOTES
396,877,912
3,011,633
41,370,095
3,418,251
105,389,019
Consistent with the recommendation of the Board of Directors and the vote of shareholders, the Company will continue to hold future advisory votes on named executive compensation on an annual basis.

4. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2017:
FOR
AGAINST
ABSTAIN
 
538,365,202
9,123,798
2,577,910
 

5. Shareholder Proposal - Additional Report on Lobbying Activities:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
88,770,804
341,528,359
14,378,728
105,389,019

6. Shareholder Proposal - Reduce Threshold to call Special Shareholder Meetings from 25% to 15%:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
165,006,927
275,206,846
4,464,118
105,389,019



7. Shareholder Proposal - Report on Arms Sales to Israel:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
16,978,095
406,955,331
20,744,465
105,389,019

8. Shareholder Proposal - Implement Holy Land Principles:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
12,574,711
407,736,914
24,366,266
105,389,019




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/ Grant M. Dixton
Grant M. Dixton
Vice President, Deputy General Counsel
and Corporate Secretary

Dated: May 3, 2017