BOEING COfalse000001292712/31929 Long Bridge DriveArlingtonVA703414-633800000129272022-06-282022-06-28

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): June 28, 2022
 
THE BOEING COMPANY
(Exact name of registrant as specified in its charter)
Delaware1-44291-0425694
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $5.00 Par ValueBANew 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 28, 2022, the Board of Directors (the "Board") of The Boeing Company (the "Company") adopted the following amendments to the Company’s By-Laws (the “By-Laws”):
a.align the treatment of broker non-votes to the default set forth in Section 216(2) of the Delaware General Corporation Law (Article I, Section 6);
b.specify that the Chair of the Board shall be independent as is already required by the Company's Corporate Governance Principles (Article V, Section 1);
c.provide a mechanism for officers to resign without requiring Board action (Article IV, Section 5);
d.change the notice provision from Chicago, IL to Arlington, VA (Article I, Section 12); and
e.remove the requirement to make a shareholder list available during annual meetings of shareholders (Article I, Section 9.4).

The Board also adopted certain additional nonsubstantive changes to the By-Laws. The foregoing summary of the amendments to the By-Laws is subject to, and qualified in its entirety by, the By-Laws, as amended and restated on June 28, 2022, a copy of which is filed as Exhibit 3.2 and is incorporated herein by reference.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit
Number		  Description
3.2
104104 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: July 5, 2022


Boeing (NYSE:BA)
Historical Stock Chart
Von Mär 2024 bis Apr 2024 Click Here for more Boeing Charts.
Boeing (NYSE:BA)
Historical Stock Chart
Von Apr 2023 bis Apr 2024 Click Here for more Boeing Charts.