8-KLeadership ChangesCorporate ChangesExhibits & Filings

BOEING CO 8-K Report, Executive Changes (Oct 28, 2004)

Filed October 28, 2004For Securities:BABA-PA

Summary

The Boeing Company (BA) filed an 8-K report on October 27, 2004, detailing two significant corporate governance changes. The Board of Directors appointed Michael S. Zafirovski, President and Chief Operating Officer of Motorola, Inc., as a new director. Mr. Zafirovski is slated for election by shareholders at the 2005 Annual Meeting for a three-year term. This move signals a strengthening of the board with external expertise from the technology sector. Additionally, the company amended and restated its By-Laws. This amendment notably increased the size of the Board of Directors from ten to eleven members. A new provision was also added for the appointment of a designated engineer in the State of Washington. These changes reflect Boeing's commitment to adapting its governance structure to evolving business needs and regulatory environments.

Key Highlights

  • 1Appointment of Michael S. Zafirovski, COO of Motorola, Inc., as a new director.
  • 2Mr. Zafirovski will be proposed for a three-year term at the 2005 Annual Meeting of Shareholders.
  • 3Board of Directors size increased from ten to eleven members.
  • 4Amendment and restatement of the Company's By-Laws.
  • 5Introduction of a new section for the appointment of a designated engineer in Washington State.
  • 6No prior arrangements or understandings between Mr. Zafirovski and other parties regarding his selection.
  • 7No related party transactions between Mr. Zafirovski and The Boeing Company were disclosed.

Frequently Asked Questions

Michael S. Zafirovski was appointed as a new director of The Boeing Company. He is also the President and Chief Operating Officer of Motorola, Inc., bringing significant experience from a major technology company to Boeing's board.

Increasing the board size from ten to eleven directors allows for greater diversity of skills and perspectives. It can also provide more capacity for committees and oversight, potentially enhancing governance and strategic decision-making.

While the specific reasons are not detailed in this 8-K, this provision likely relates to regulatory requirements or operational needs specific to Boeing's significant presence and engineering activities in the State of Washington, ensuring compliance or specialized oversight in that jurisdiction.

According to the filing, there were no arrangements or understandings between Mr. Zafirovski and any other persons concerning his selection as a director, and no related party transactions between him and The Boeing Company have been identified.