ANNUAL MEETING INFORMATION
Registered Shareholders
Registered shareholders may revoke their proxies or change their voting instructions at any time before 10:59 p.m. Central Time, on Monday, April 19, 2021, by
submitting a proxy via internet, telephone or mail that is dated later than the original proxy or by delivering written notice of revocation to the Corporate Secretary. Registered shareholders may also revoke their proxies or change their vote by
voting during the virtual annual meeting at www.virtualshareholdermeeting.com/BA2021.
The Boeing Company Voluntary Investment Plan
Participants
VIP participants may revoke their proxies or change their voting instructions at any time before 10:59 p.m. Central Time, on Thursday,
April 15, 2021, by submitting a proxy via internet, telephone or mail that is dated later than the original proxy. VIP participants cannot revoke their proxies or change their voting instructions during the annual meeting because the trustee
will not be present.
What vote is required to approve each proposal?
Each share of Boeing stock entitles the holder to one vote on
each proposal presented for shareholder action.
Election of Directors (Item 1)
To be elected in an uncontested election, a director nominee must receive more FOR votes than AGAINST votes. Because we did not receive proper
advance notice in accordance with our By-Laws of any shareholder nominees for director, this election of directors is an uncontested election. Abstentions and broker
non-votes will have no effect on the election of directors.
All Other Proposals (Items 2
through 5)
Shareholders may vote FOR or AGAINST each of the other proposals, or may abstain from voting. Delaware law requires
the affirmative vote of the majority of shares present in person or by proxy and entitled to vote at the annual meeting for the approval of Items 2 through 5. A shareholder who signs and submits a proxy is present, so an abstention
will have the same effect as a vote AGAINST Items 2 through 5. Broker non-votes, if any, will have no effect on these items.
What are broker non-votes?
If a broker or other financial institution holds your shares in
its name and you do not provide voting instructions to it, NYSE rules allow that firm to vote your shares only on routine matters. Item 3, the ratification of the appointment of our independent auditor for 2021, is the only matter for
consideration at the meeting that NYSE rules deem to be routine. For all matters other than Item 3, you must submit voting instructions to the firm that holds your shares if you want your vote to count. When a firm votes a clients shares
on some but not all of the proposals, the missing votes are referred to as broker non-votes.
Who is entitled
to vote at the 2021 Annual Meeting?
Holders of Boeing
stock at the close of business on February 19, 2021 are entitled to receive a formal Notice of the Annual Meeting and to vote their shares at the annual meeting. As of that date, there were approximately 583,640,142 shares of common stock
outstanding, of which approximately 583,637,821 were eligible to vote. (Shares issued in exchange for shares of Rockwell International Corporation or McDonnell Douglas Corporation that have not been exchanged are not eligible to vote.) There were
99,175 registered shareholders on the record date and approximately 113,085 beneficial shareholders whose shares were held in street name through a broker or bank.
A list of our registered shareholders as of the close of business on the record date will be available during the annual meeting and for ten days prior to the annual
meeting between the hours of 9:00 a.m. and 4:00 p.m. Central Time, at the Office of the Corporate Secretary, The Boeing Company, 100 North Riverside Plaza, MC 5003-1001, Chicago, Illinois 60606-1596. A shareholder may examine the list for any
legally valid purpose related to the annual meeting. To access such a list, shareholders should email cso@boeing.com.
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2021 Proxy Statement
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