Who is David L. Calhoun and what is his background?

David L. Calhoun was the Chairman of the Management Board and Chief Executive Officer of The Nielsen Company B.V. He has extensive executive experience and also serves on the board of Medtronic, Inc. His appointment to Boeing's board adds to his directorial experience.

What is the significance of increasing the board size?

The increase in the board size from nine to ten directors was made to accommodate the newly elected director, David L. Calhoun. This is a standard governance practice to adjust board composition and capacity.

What compensation will David L. Calhoun receive as a director?

Mr. Calhoun will receive the standard compensation package for Boeing's non-employee directors. This includes an annual cash retainer of $100,000 and a grant of retainer stock units equivalent to $130,000 in Boeing stock value per year. He will also be reimbursed for travel and out-of-pocket expenses.

Are there any conflicts of interest or special arrangements related to Mr. Calhoun's appointment?

The filing explicitly states that there were no arrangements or understandings between Mr. Calhoun and any other persons regarding his selection as a director. Furthermore, there are no related-person transactions between Mr. Calhoun and The Boeing Company, indicating a clean appointment process.

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

Summary

The Boeing Company (BA) filed an 8-K report on June 8, 2009, detailing two key board-level changes. Firstly, the company announced the election of David L. Calhoun as a new director, effective June 8, 2009. Mr. Calhoun, who was the Chairman and CEO of The Nielsen Company B.V. at the time, brings executive experience to the board and will serve on the Audit and Finance Committees. His appointment is standard for non-employee directors and includes an annual cash retainer and stock units. Secondly, the Board of Directors approved an amendment to the company's By-Laws to increase the size of the board from nine to ten directors. This increase directly accommodates the addition of Mr. Calhoun. These changes are presented as routine governance updates and do not appear to stem from any specific arrangements or related-person transactions with Mr. Calhoun. The company has attached the amended By-Laws and a press release announcing Mr. Calhoun's election as exhibits.

Key Highlights

1David L. Calhoun, CEO of The Nielsen Company, appointed as a new director to Boeing's Board, effective June 8, 2009.
2Mr. Calhoun will serve on the Audit Committee and the Finance Committee.
3The number of directors on Boeing's Board has been increased from nine to ten.
4Mr. Calhoun's appointment is subject to shareholder re-election at the 2010 Annual Meeting.
5There were no pre-existing arrangements or related-person transactions between Mr. Calhoun and Boeing.
6Mr. Calhoun will receive standard compensation for non-employee directors, including a $100,000 annual cash retainer and stock units valued at $130,000.
7The company amended its By-Laws to reflect the increase in board size.

BOEING CO 8-K Report, Executive Changes (Jun 9, 2009)

Summary

Key Highlights

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