BOEING CO : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 20, 2021, the Board of Directors of the Company (the "Board") adopted
an amendment to Article II, Section 1 of the Company's By-Laws to decrease the
number of directors from twelve to ten. 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 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
    Exhibit
    Number            Description

                        By-Laws of The Boeing Company, as amended and

restated effective April 20,

      3.2             2021

     99.1               Press Release dated April 20, 2021

                      104 Cover Page Interactive Data File (embedded within the Inline XBRL
      104             document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses