Who is Arthur D. Collins, Jr., and why was he appointed to Boeing's Board?

Arthur D. Collins, Jr. is the Chairman and CEO of Medtronic, Inc. He was elected to Boeing's Board of Directors on February 27, 2007, to bring external expertise and strengthen the company's governance. He will serve on the Audit and Finance Committees. His appointment was recommended by the Governance, Organization and Nominating Committee and he will be a nominee for election by shareholders at the 2007 Annual Meeting.

What is the new voting standard for director elections?

Boeing amended its By-Laws to adopt a majority vote standard for uncontested director elections. This means a nominee must receive more "For" votes than "Against" votes to be elected. Plurality voting will continue to apply in contested elections.

What are the implications of the director resignation policy?

The amended Corporate Governance Principles require all director nominees to tender an irrevocable resignation that becomes effective if they fail to receive the required vote at an annual meeting where they are nominated for re-election. The Board will review and publicly disclose its decision on accepting such resignations within 90 days.

Does Boeing have a clawback policy for executive compensation?

Yes, as of February 27, 2007, Boeing's Corporate Governance Principles include a recoupment policy. This policy allows the Board to seek reimbursement of incentive compensation paid to an executive officer if it's determined that the officer's intentional misconduct substantially caused a restatement of financial statements that led to the awarding of unearned compensation.

BA/BA-PA 8-K: Leadership Changes & Corporate Changes

Summary

The Boeing Company (BA) filed an 8-K report on March 5, 2007, detailing significant changes in its corporate governance structure and board composition. A key development is the election of Arthur D. Collins, Jr., Chairman and CEO of Medtronic, Inc., to the Board of Directors. Mr. Collins will serve on the Audit and Finance Committees, bringing external expertise to the board. This move aims to strengthen the company's governance framework. Furthermore, Boeing amended its By-Laws to implement a majority vote standard for uncontested director elections, replacing the previous plurality standard. This change requires director nominees to receive more "For" votes than "Against" votes to be elected in such cases. The amendments also introduce stricter requirements for shareholder nominations of directors and revise deadlines for shareholder proposals. These governance enhancements reflect a commitment to shareholder accountability and improved board oversight.

Key Highlights

1Election of Arthur D. Collins, Jr., CEO of Medtronic, Inc., to the Board of Directors, effective February 27, 2007.
2Mr. Collins appointed to serve on the Audit Committee and the Finance Committee.
3Increase in the number of directors on the Board from ten to eleven.
4Adoption of a majority vote standard for uncontested director elections, replacing plurality voting.
5Introduction of enhanced disclosure requirements for shareholder nominations of directors.
6Amendment of Corporate Governance Principles to require directors to tender irrevocable resignations that are effective upon failure to receive the required vote at re-election.
7Inclusion of a recoupment policy in Corporate Governance Principles allowing reimbursement of incentive compensation in cases of intentional misconduct leading to financial restatements.

BOEING CO 8-K Report, Executive Changes (Mar 5, 2007)

Summary

Key Highlights

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