Form 8-K - Current report

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 Act of 1934

Date of Report (Date of Earliest Event Reported): December 8, 2023


THE BOEING COMPANY
(Exact name of registrant as specified in its charter)

Delaware

1-442

91-0425694

(State or other jurisdiction of
incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)


929 Long Bridge Drive, Arlington, VA						22202
(Address of principal executive offices)						(Zip Code)


(703) 414-6338
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $5.00 Par Value

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 ☐

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. ☐

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

On December 8, 2023, the Board of Directors (the "Board") of The Boeing Company (the "Company") elected Stephanie F. Pope to serve as Executive Vice President and Chief Operating Officer, effective January 1, 2024. Ms. Pope, 51, has served as Executive Vice President; President and Chief Executive Officer, Boeing Global Services since April 2022. She joined Boeing in 1994, and her previous positions include Vice President and Chief Financial Officer of Boeing Commercial Airplanes from December 2020 to March 2022; Vice President and Chief Financial Officer of Boeing Global Services from January 2017 to December 2020; Vice President of Finance and Controller for Boeing Defense, Space & Security from August 2016 to December 2016; and Vice President, Financial Planning & Analysis from February 2013 to July 2016. In connection with her election, Ms. Pope will receive a base salary of $1,200,000 and will have an annual incentive target opportunity of $2,000,000 and a long-term incentive opportunity of $10,000,000, in each case effective as of January 1, 2024. A copy of the Company’s related press release 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

99.1						Press Release issued by The Boeing Company dated December 11 , 2023
104						104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ John C. Demers
			John C. Demers
			Vice President, Assistant General Counsel and Corporate Secretary

Dated: December 11, 2023

Exhibit 99.1

Boeing Names Stephanie Pope Chief Operating Officer

–Pope to drive stability and performance across Boeing as the company restores its operational and financial strength

–29-year Boeing leader brings deep business and customer expertise across all Boeing markets

ARLINGTON, Va., Dec. 11, 2023 — Boeing [NYSE: BA] today announced Stephanie Pope as executive vice president and chief operating officer of The Boeing Company. In this newly created position, effective January 1, 2024, Pope will report to Boeing President and Chief Executive Officer Dave Calhoun.

As Boeing COO, Pope will oversee the performance of the company’s three business units with responsibility for driving supply chain, quality, manufacturing and engineering excellence across the company. The business unit Chief Executive Officers, the Boeing Chief Engineer and the President of Boeing Global will report directly to Pope. Senior corporate functional leaders will continue reporting to Calhoun.

“Stephanie brings tremendous operational, financial and customer experience to this role, as well as a proven record of performance across our commercial, defense and services business units,” said Calhoun. “Next year will be a significant transitional year in our performance as we continue to restore our operational and financial strength; and Stephanie will help drive the stability and predictability necessary to ensure we deliver on our customer, employee, regulatory, investor and other stakeholder commitments.”

Pope’s successor to lead Boeing Global Services will be named at a later date.

“I am honored to step into this new role and look forward to working closely with Dave, our Executive Council and all of our Boeing teammates,” said Pope. “Together, we will continue to improve operating performance and remain committed to delivering for our customers, while ensuring the highest levels of safety, quality and transparency in all that we do.”

Stephanie Pope Biography

Stephanie Pope has been serving as president and chief executive officer of Boeing Global Services since April 2022, where she was responsible for leading the company's aerospace services development and delivery model for commercial, government and aviation industry customers worldwide, focusing on global supply chain and parts distribution, aircraft modifications and maintenance, digital solutions, aftermarket engineering, analytics and training. Previously, she was chief financial officer of Boeing Commercial Airplanes. In nearly three decades of service at Boeing, Pope has held a

number of leadership positions of increasing responsibility in all three business units, within programs and at the corporate level. Read her full bio.

# # #

As a leading global aerospace company, Boeing develops, manufactures and services commercial airplanes, defense products and space systems for customers in more than 150 countries. As a top U.S. exporter, the company leverages the talents of a global supplier base to advance economic opportunity, sustainability and community impact. Boeing's diverse team is committed to innovating for the future, leading with sustainability, and cultivating a culture based on the company's core values of safety, quality and integrity. Join our team and find your purpose at boeing.com/careers.

Caution Concerning Forward-Looking Statements

Certain statements in this release may be "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "should," "expects," "intends," "plans," "believes," "anticipates," and similar expressions generally identify these forward-looking statements. Examples of forward-looking statements include statements relating to our future financial condition and operating results, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on expectations and assumptions that we believe to be reasonable when made, but that may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including economic conditions in the United States and globally, general market and industry conditions as they may impact us or our customers, and our reliance on our commercial customers, our U.S. government customers and our suppliers, as well as the other important factors disclosed previously and from time to time in our filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

Contact

Boeing Media Relations

media@boeing.com

Cover	Dec. 08, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 08, 2023
Entity Registrant Name	BOEING CO
Entity Incorporation, State or Country Code	DE
Entity File Number	1-442
Entity Tax Identification Number	91-0425694
Entity Address, Address Line One	929 Long Bridge Drive
Entity Address, City or Town	Arlington
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22202
City Area Code	703
Local Phone Number	414-6338
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $5.00 Par Value
Trading Symbol	BA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000012927