8-KMaterial AgreementsExhibits & Filings

BOEING CO 8-K Report, Material Agreement (Sep 2, 2005)

Filed September 2, 2005For Securities:BABA-PA

Summary

Boeing Company (BA) filed an 8-K report on September 2, 2005, detailing material definitive agreements related to executive compensation. The most significant aspect for investors is the granting of a restricted stock unit award to Chief Financial Officer James A. Bell. This award, totaling 22,433.26 units, was made to recognize his performance as interim CEO and to incentivize long-term commitment. The award vests over three and five years, with dividend equivalents also vesting alongside the principal units. Additionally, the report discloses a fully vested stock award of 7,398 shares granted to Lead Director Lewis E. Platt. This award acknowledges his increased responsibilities during the interim CEO period. Both awards were made under the company's 2003 Incentive Stock Plan, and investors should note that these disclosures primarily concern executive remuneration rather than operational or financial performance updates.

Key Highlights

  • 1Boeing granted 22,433.26 restricted stock units to CFO James A. Bell, effective August 29, 2005.
  • 2The award to Mr. Bell is a recognition of his performance as interim CEO and an incentive for long-term commitment.
  • 3Mr. Bell's award vests over three years (50%) and five years (50%), subject to continued service.
  • 4Cash dividends on the restricted stock units will be credited as additional units and vest concurrently.
  • 5Lead Director Lewis E. Platt received a fully vested stock award of 7,398 shares.
  • 6Mr. Platt's award recognizes his increased responsibilities during the interim CEO period.
  • 7Both awards were granted under Boeing's 2003 Incentive Stock Plan.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the entry into material definitive agreements, specifically related to executive compensation. It details stock awards granted to key executives, James A. Bell (CFO) and Lewis E. Platt (Lead Director).

James A. Bell was awarded restricted stock units to recognize the company's outstanding performance during his tenure as interim President and Chief Executive Officer (March 6, 2005, to June 30, 2005) and to encourage his continued long-term performance and commitment to the company.

Mr. Bell's restricted stock units will vest over time. Fifty percent (50%) will vest after three years of continuous service with Boeing, and the remaining fifty percent (50%) will vest after five years of continuous service. The award is subject to forfeiture if his employment terminates for reasons other than death, layoff, or disability.

Lewis E. Platt received a stock award in recognition of his increased responsibilities and contributions while serving as Non-Executive Chairman during the interim CEO period, acknowledging his role during a significant leadership transition.