8-KLeadership ChangesExhibits & Filings

BOEING CO 8-K Report, Executive Changes (Feb 17, 2023)

Filed February 17, 2023For Securities:BABA-PA

Summary

This 8-K filing from Boeing Co. (BA) primarily announces the approval of a restricted stock unit (RSU) grant to CEO David Calhoun. The grant of 25,000 RSUs is intended to recognize his leadership and ensure his continued tenure as the company navigates its future strategic direction. A key aspect of this award is its alignment with shareholder interests, as the number of RSUs granted matches the number of shares Mr. Calhoun purchased in the open market during the fourth quarter of 2022. The RSUs will vest in two equal installments on the first and second anniversaries of the grant date, contingent upon Mr. Calhoun's continued employment. Should he voluntarily leave the company before vesting, the unvested shares will be forfeited. The full distribution of vested shares will occur on the later of the fourth anniversary of the grant date or his separation from the company. Further details regarding Mr. Calhoun's 2022 compensation are expected in the company's upcoming 2023 Proxy Statement.

Key Highlights

  • 1Boeing's Board of Directors approved a grant of 25,000 restricted stock units (RSUs) to CEO David Calhoun on February 16, 2023.
  • 2The RSU grant is a retention incentive, reflecting the Board's confidence in Mr. Calhoun's leadership and his role in positioning the company for the future.
  • 3The size of the RSU award is directly aligned with the number of shares Mr. Calhoun purchased in the open market during Q4 2022, aiming to further align his interests with shareholders.
  • 4The RSUs will vest in two equal installments on the first and second anniversaries of the grant date, subject to continued employment.
  • 5Unvested RSUs will be forfeited if Mr. Calhoun voluntarily leaves the company prior to vesting.
  • 6Vested shares will be distributed on the later of the fourth anniversary of the grant date or Mr. Calhoun's separation from the company.
  • 7Details regarding Mr. Calhoun's 2022 compensation will be included in the upcoming 2023 Proxy Statement.

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