8-KLeadership ChangesCorporate ChangesExhibits & Filings

BOEING CO 8-K Report, Executive Changes (Aug 30, 2007)

Filed August 30, 2007For Securities:BABA-PA

Summary

This 8-K filing from The Boeing Company, dated August 30, 2007, primarily announces two key changes at the board level. Firstly, it details the election of Edward M. Liddy, Chairman of The Allstate Corporation, as a new director to the Boeing Board, effective August 28, 2007. Mr. Liddy brings extensive experience, having held leadership roles at Allstate, including Chairman and former CEO, and serves on other prominent corporate boards. He is slated for shareholder approval at the 2008 Annual Meeting and will join the Compensation and Governance, Organization and Nominating Committees. Secondly, the filing reports an amendment to Boeing's By-Laws, approved on August 28, 2007, which increases the size of the Board of Directors from eleven to twelve members. These changes are intended to strengthen the company's governance structure. Investors should note that Mr. Liddy will receive standard compensation for non-employee directors, and there are no disclosed related-party transactions between him and the Company.

Key Highlights

  • 1Edward M. Liddy, Chairman of The Allstate Corporation, elected as a new director to Boeing's Board, effective August 28, 2007.
  • 2Mr. Liddy brings significant executive experience, having served as Chairman and former CEO of The Allstate Corporation.
  • 3Mr. Liddy will serve on the Compensation Committee and the Governance, Organization and Nominating Committee.
  • 4Boeing's Board of Directors approved an amendment to its By-Laws to increase the number of directors from eleven to twelve.
  • 5Mr. Liddy's election is subject to shareholder approval at the 2008 Annual Meeting.
  • 6Mr. Liddy will receive standard compensation for non-employee directors.
  • 7No related person transactions were disclosed between Mr. Liddy and The Boeing Company.

Frequently Asked Questions

Edward M. Liddy is the Chairman of The Allstate Corporation. He has extensive experience, having served as Allstate's Chief Executive Officer from January 1999 to December 2006 and President from January 1995 to May 2005. He also sits on the boards of 3M Company and The Goldman Sachs Group, Inc.

The filing indicates that the Board of Directors approved an amendment to the By-Laws to increase the number of directors from eleven to twelve. While the specific reasons are not detailed in this filing, such increases can be made to accommodate new expertise, reduce the burden on individual directors, or adapt to company growth and strategic needs.

Mr. Liddy will receive the standard compensation provided to all Boeing non-employee directors. This includes an annual cash retainer fee of $75,000 and a grant of stock units valued at $130,000 per year. He will also be reimbursed for travel and out-of-pocket expenses.

According to the filing, there were no arrangements or understandings between Mr. Liddy and any other persons pursuant to which he was selected as a director, and there are no disclosed related-person transactions between Mr. Liddy and The Boeing Company.