8-KLeadership ChangesExhibits & Filings

BOEING CO 8-K Report, Executive Changes (Feb 26, 2009)

Filed February 26, 2009For Securities:BABA-PA

Summary

This 8-K filing from The Boeing Company, filed on February 26, 2009, primarily announces changes to the executive compensation structure for 2009. The Compensation Committee of the Board of Directors approved cash-based performance awards, stock options, and restricted stock units (RSUs) for executive officers under the company's long-term incentive program. These awards were effective February 23, 2009. While the total award value remains substantially the same as in prior years, the composition has shifted. Performance awards continue to represent 50% of the total award value. However, the remaining 50% is now split equally between stock options and RSUs (25% each), a change from the previous 50/50 split between performance awards and stock options. The terms for performance awards and stock options are largely consistent with previous grants, while the RSUs will vest and settle in common stock three years from the grant date.

Key Highlights

  • 1Boeing's Compensation Committee approved new long-term incentive awards for executive officers effective February 23, 2009.
  • 2The 2009 awards consist of cash-based performance awards, stock options, and restricted stock units (RSUs).
  • 3The total award value for executives remains largely consistent with prior years.
  • 4The composition of the awards has been modified: performance awards (50%), stock options (25%), and RSUs (25%).
  • 5This is a change from prior years where performance awards and stock options each comprised 50% of the total award value.
  • 6RSUs will vest and settle in common stock on the third anniversary of the grant date.
  • 7The filing also notes the incorporation of the Notice of Terms of Restricted Stock Units as an exhibit.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about the approved executive compensation structure for Boeing's officers for the 2009 long-term incentive program, detailing the types of awards and their allocation.

The total value of executive awards has been maintained, but the mix has changed. Performance awards still account for 50% of the value. However, the remaining 50% is now split between stock options (25%) and restricted stock units (RSUs) (25%), whereas previously it was a 50/50 split between performance awards and stock options.

The restricted stock units (RSUs) granted as part of the 2009 awards will vest and settle in Boeing common stock on a one-for-one basis on the third anniversary of their grant date.

Beyond the compensation details, the filing primarily serves to officially announce these awards and includes Exhibit 10.1, which is the Notice of Terms of Restricted Stock Units dated February 23, 2009.