UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 22, 2019

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

1-442

 Commission file number

Delaware			91-0425694
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
100 N. Riverside Plaza,	Chicago,	IL	60606-1596
(Address of principal executive offices)			(Zip Code)

(312)	544-2000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 Par Value	BA	New York Stock Exchange

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 23, 2019, The Boeing Company (“Boeing”) announced that its Board of Directors (the “Board”) elected David L. Calhoun to serve as President and Chief Executive Officer effective January 13, 2020 and elected Lawrence W. Kellner to serve as non-executive Chairman of the Board effective December 22, 2019. Mr. Calhoun will remain a director of Boeing. Boeing also announced that, on December 22, 2019, Dennis A. Muilenburg resigned as President and Chief Executive Officer and as a director and that the Board elected Gregory D. Smith, Boeing’s Chief Financial Officer and Executive Vice President, Enterprise Performance & Strategy, to serve also as interim Chief Executive Officer until Mr. Calhoun’s appointment is effective.

Mr. Calhoun, 62, has served as Chairman of The Boeing Company since October 2019. In addition, Mr. Calhoun has served as Senior Managing Director and Head of Private Equity Portfolio Operations at The Blackstone Group since 2014. Mr. Calhoun previously served as Chief Executive Officer of Nielsen Holdings plc from May 2010 to January 2014 (and Chairman of the Board from January 2014 to January 2016) and as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V. from August 2006 to January 2014. Prior to joining Nielsen, he served as Vice Chairman of General Electric Company and President and Chief Executive Officer of GE Infrastructure. During his 26-year tenure at GE, he ran multiple business units including GE Transportation, GE Aircraft Engines, GE Employers Reinsurance Corporation, GE Lighting and GE Transportation Systems. Mr. Calhoun serves on the boards of Caterpillar Inc. and Gates Industrial Corporation plc.

Mr. Smith, 53, has served as Boeing’s Chief Financial Officer and Executive Vice President, Enterprise Performance and Strategy since February 2015. Mr. Smith previously served as Executive Vice President, Chief Financial Officer from February 2012 to February 2015; Vice President of Finance and Corporate Controller from February 2010 to February 2012; and Vice President of Financial Planning & Analysis from June 2008 to February 2010. Mr. Smith serves on the board of Intel Corporation.

A copy of the Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release
104	104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

THE BOEING COMPANY
By:	/s/ Grant M. Dixton
	Grant M. Dixton
	Vice President, Deputy General Counsel & Corporate Secretary
Dated: December 23, 2019