Were the company's directors elected?

Yes, all director nominees presented by The Boeing Company were overwhelmingly elected at the Annual Meeting of Shareholders held on April 29, 2013. The voting results show strong support for each individual nominee.

What was the outcome of the vote on executive compensation?

The advisory vote to approve the compensation of the company's named executive officers was approved by a significant majority of shareholders, indicating their satisfaction with the executive compensation policies.

How many shares were not voted by brokers?

For most of the proposals, including the election of directors and the advisory vote on executive compensation, there were over 102 million broker non-votes. This represents shares held in 'street name' by brokers where the beneficial owner did not provide voting instructions.

BA/BA-PA 8-K: Shareholder Matters

Q: Were there any shareholder proposals that passed?

No, all six shareholder proposals that were put to a vote – concerning extraordinary retirement benefits, written consent, executive stock retention, and an independent board chairman – were defeated by substantial margins.

Summary

Boeing Company (BA) filed an 8-K on April 30, 2013, detailing the results of its Annual Meeting of Shareholders held on April 29, 2013. The primary focus of this filing is the voting outcomes on various proposals presented to shareholders. All director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board leadership. The company's executive compensation was also approved by a significant majority, reflecting shareholder satisfaction with the compensation structures in place. Furthermore, the appointment of Deloitte & Touche LLP as the independent auditor for 2013 received strong ratification. However, several shareholder proposals concerning extraordinary retirement benefits, written consent, executive stock retention, and an independent board chairman were all defeated by substantial margins. These results suggest that while management proposals and director elections command broad support, shareholders remain largely unconvinced by the specific governance and compensation-related initiatives put forth by external shareholder groups.

Key Highlights

1All director nominees presented at the Annual Meeting of Shareholders were overwhelmingly elected, demonstrating continued shareholder support for the company's board.
2The advisory vote to approve named executive officer compensation was also passed with a strong majority, indicating shareholder approval of the company's executive pay practices.
3Shareholders ratified the appointment of Deloitte & Touche LLP as Boeing's independent auditor for the fiscal year 2013, a routine but important endorsement of financial oversight.
4A shareholder proposal seeking to implement extraordinary retirement benefits was rejected by a significant margin, with over 383 million votes against it.
5Shareholder proposals advocating for executive retention of significant stock, the ability for shareholders to act by written consent, and the appointment of an independent board chairman all failed to gain majority support.
6The substantial number of broker non-votes (over 102 million for most director elections and executive compensation) indicates a large portion of shares held by intermediaries did not have voting instructions from the beneficial owners for these specific items.

BOEING CO 8-K Report, Shareholder Vote Results (Apr 30, 2013)

Summary

Key Highlights

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