CHICAGO, Dec. 17, 2021 /PRNewswire/ -- The following is
being released by The Boeing Company pursuant to an Order of the
Court of Chancery of the State of
Delaware:
IN RE THE BOEING
COMPANY
|
)
|
DERIVATIVE
LITIGATION
|
) Consol. C.A. No.
2019-0907-MTZ
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SUMMARY NOTICE OF PENDENCY OF THE ACTION,
PROPOSED
SETTLEMENT OF THE ACTION, AND SETTLEMENT HEARING
TO: ALL CURRENT STOCKHOLDERS OF THE BOEING COMPANY
("BOEING") AS OF NOVEMBER 5,
2021.
PLEASE READ THIS NOTICE CAREFULLY AND IN
ITS
ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE
LEGAL PROCEEDINGS IN THE ACTION.
YOU ARE HEREBY NOTIFIED, pursuant to Rule 23.1 of the
Delaware Court of Chancery and a
Scheduling Order of the Court of Chancery of the State of Delaware (the "Court"), of the
pendency of the above-captioned stockholder derivative action (the
"Action"), which was brought by Co-Lead Plaintiffs Thomas P.
DiNapoli, Comptroller of the State of New
York, as Administrative Head of the New York State and Local Retirement System,
and as Trustee of the New York
State Common Retirement Fund, and the Fire and Police
Pension Association of Colorado
(together, "Co-Lead Plaintiffs") on behalf of and for the benefit
of Boeing.
YOU ARE ALSO NOTIFIED that, as provided in a Stipulation and
Agreement of Compromise, Settlement and Release, dated as of
November 5, 2021 (the Stipulation"),
Co-Lead Plaintiffs and Defendants (as defined in the Stipulation)
have reached a proposed settlement of the Action (the
"Settlement"), subject to Court approval. Pursuant to the
Stipulation, as consideration for the Settlement, Defendants shall
cause their insurers to make a monetary payment of $237.5 million, less the amount of any attorneys'
fees and expenses awarded by the Court in connection with the
Settlement, to Boeing, and Boeing shall implement the corporate
governance measures set forth in Exhibit A to the Stipulation.
Additional information concerning the Settlement terms, as well
as a description of the history of the Action and an explanation of
stockholders' legal rights with respect to the Settlement, is
provided in the full printed Notice of Pendency of the Action,
Proposed Settlement of the Action, and Settlement Hearing (the
"Notice"). The Notice and the Stipulation have been published on
Boeing's public website, available at
www.boeing.com/company/general-info/corporate-governance.page#/information,
and on a website created by Co-Lead Plaintiffs' counsel, available
at www.boeingderivativesettlement.com. The Notice is also being
sent by mail to Boeing stockholders who are record holders of
Boeing stock as of the close of business on the date of the
Stipulation, or, with respect to such holders who have opted to
receive information from Boeing electronically, by electronic
means. Boeing stockholders may also request a copy of the
Stipulation and Notice by contacting counsel listed below.
A hearing will be held by the Court. The hearing shall be held
at the Leonard L. Williams Justice Center, 500 North King Street,
Wilmington, Delaware 19801, on
February 23, 2022, at 1:30 p.m. (the "Settlement Hearing").
At the Settlement Hearing, the Court will be asked to: (a)
determine whether the Stipulation, and the terms and conditions of
the Settlement set forth in the Stipulation, are fair, reasonable,
adequate, and in the best interests of Boeing and should be
approved by the Court; (b) determine whether an Order and Final
Judgment should be entered dismissing the Action and the
Consolidated Actions with prejudice, including as against Named
Defendants, releasing the Released Claims (as defined in the
Stipulation) against the respective Released Parties (as defined in
the Stipulation), and barring and enjoining prosecution of any and
all Released Claims against any and all respective Released
Parties; (c) hear and determine any objections to the Settlement;
(d) consider Co-Lead Plaintiffs' petition for an award of
attorneys' fees and expenses in connection with the Action (the
"Fee and Expense Application"); and (e) rule on other such matters
as the Court may deem appropriate. Stockholders do not need to
attend the Settlement Hearing.
Any objections to the proposed Settlement or the Fee and Expense
Application must be filed with the Court and delivered to counsel
for Co-Lead Plaintiffs and Defendants such that they are received
no later than twenty (20) calendar days before the Settlement
Hearing, in accordance with the instructions set forth in the
Notice.
Please note: Because the Action was brought as a derivative
action, which means that it was brought on behalf of and for the
benefit of Boeing, the benefits from the Settlement will go to
Boeing. Individual Boeing stockholders will not receive any direct
payment from the Settlement. Also, please note that there is no
proof of claim form for stockholders to submit in connection with
this Settlement, and stockholders are not required to take any
action in response to this notice.
DO NOT CALL OR WRITE THE COURT OR THE OFFICE
OF THE
REGISTER IN CHANCERY REGARDING THIS NOTICE
All questions regarding this notice and the Settlement should be
made to the following counsel for Co-Lead Plaintiffs:
Steven E.
Fineman
|
Richard M.
Heimann
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Joel
Friedlander
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Nicholas
Diamand
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Katherine Lubin
Benson
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Jeffrey M.
Gorris
|
LIEFF
CABRASER
|
LIEFF
CABRASER
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Christopher M.
Foulds
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HEIMANN &
BERNSTEIN, LLP
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HEIMANN &
BERNSTEIN, LLP
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FRIEDLANDER &
GORRIS, P.A.
|
250 Hudson Street,
8th Floor
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275 Battery Street,
29th Floor
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1201 North Market
Street Suite 2200
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New York, New
York
|
San Francisco,
California
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Wilmington,
Delaware
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10013
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94111
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19801
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BY ORDER OF THE COURT
Contact
Boeing Communications
media@boeing.com
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content:https://www.prnewswire.com/news-releases/summary-notice-of-pendency-of-derivative-action-proposed-settlement-of-derivative-action-settlement-hearing-and-right-to-appear-301445845.html
SOURCE Boeing