8-KLeadership ChangesCorporate ChangesExhibits & Filings

BOEING CO 8-K Report, Executive Changes (Oct 29, 2008)

Filed October 29, 2008For Securities:BABA-PA

Summary

This Form 8-K filing by The Boeing Company on October 29, 2008, primarily details changes to the company's By-Laws and the resignation of a director. Edward M. Liddy resigned from Boeing's Board of Directors on October 27, 2008, following his appointment as Chairman and Chief Executive Officer of American International Group, Inc. This resignation led to a reduction in the number of directors from eleven to ten. The filing also outlines significant amendments to Boeing's By-Laws, approved by the Board on the same date. These amendments clarify procedures for stockholder meeting notices, establish exclusive means for stockholders to nominate directors or submit other business at annual meetings, and ensure indemnification rights for directors and officers are protected against future by-law changes. These By-Law updates aim to streamline corporate governance and shareholder communication processes.

Key Highlights

  • 1Edward M. Liddy resigned from Boeing's Board of Directors on October 27, 2008.
  • 2Liddy's resignation was due to his new role as Chairman and CEO of American International Group, Inc.
  • 3The Board of Directors was reduced from eleven to ten members.
  • 4Boeing's By-Laws were amended to clarify stockholder meeting notice procedures.
  • 5The By-Laws were updated to define the exclusive process for stockholder nominations and business submissions.
  • 6Indemnification and expense advancement rights for directors and officers are protected from future By-Law amendments.
  • 7The filing includes the amended and restated By-Laws as an exhibit.

Frequently Asked Questions

Edward M. Liddy resigned from Boeing's Board of Directors because he accepted the position of Chairman and Chief Executive Officer of American International Group, Inc., and according to Boeing's Corporate Governance Principles, he offered his resignation upon this change in occupation.

Mr. Liddy's resignation led to a decrease in the total number of directors on Boeing's Board. The By-Laws were amended to reduce the number of directors from eleven to ten.

The key changes to the By-Laws include clarifications on acceptable methods and effectiveness of stockholder meeting notices, establishing the exclusive process for stockholders to nominate directors or present other business at annual meetings, and ensuring that the right to indemnification and advancement of expenses for directors and officers will not be reduced or eliminated by future By-Law amendments for actions taken prior to such amendments.

This particular 8-K filing does not discuss any financial statements or financial performance metrics. It focuses on corporate governance changes, specifically director resignation and amendments to the company's By-Laws.