8-K

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): January 13, 2021

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)

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

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 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. ☐

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

On January 13, 2021, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected Lynne M. Doughtie, former U.S. Chairman and Chief Executive Officer of KPMG, as a new director. The Board has appointed Ms. Doughtie to the Audit Committee and the Finance Committee. She will participate in the Company’s nonemployee director compensation program, which is described on pages 26 to 28 of the Company’s proxy statement for its 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 13, 2020.

Effective upon Ms. Doughtie’s election, Caroline B. Kennedy resigned from the Board. Ms. Kennedy’s resignation is not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

A copy of the Company’s press release relating to these matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated January 15, 2021
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, as amended, 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
	Senior Vice President, General Counsel & Corporate Secretary
Dated: January 15, 2021

EX-99.1

Exhibit 99.1

Boeing Elects Lynne Doughtie to Board of Directors, Following Resignation of Director Caroline Kennedy

–Boeing elects Lynne Doughtie as new director

–Caroline Kennedy resigns following three years of dedicated service

CHICAGO, Jan. 15, 2021 — The Boeing Company (NYSE: BA) board of directors today announced that Lynne Doughtie has been elected to the board, replacing Caroline Kennedy who has resigned following three years of dedicated service.

Doughtie, 58, retired from KPMG in 2020, after serving as U.S. Chairman and CEO since 2015. One of the world’s leading professional services firms, KPMG operates in 147 countries and territories employing more than 219,000 people. She will serve on the Audit and Finance committees.

"Lynne Doughtie is a highly-accomplished executive with a demonstrated track record of leading a world-class organization,” said Boeing Chairman Larry Kellner. “She will provide perspective reflecting her global leadership roles and experience advising clients on complex matters as well as significant risk management expertise. We look forward to working with her.”

As the first woman to be elected U.S. Chairman and CEO of KPMG, Doughtie served as a member of KPMG’s Global Board and Executive Committee. Doughtie joined KPMG’s Audit practice in 1985, before serving as the lead partner for several strategic clients across industries and holding leadership roles including Vice Chair of the firm’s U.S. Advisory business. During her tenure, KPMG experienced strong growth and made significant investments in quality and advanced the firm’s culture and values.

Doughtie has been recognized by Fortune’s Most Powerful Women, Crain’s New York Business’ 50 Most Powerful Women in New York, Accounting Today’s Top 100 Most Influential People, the National Association of Corporate Directors’ 100 most influential people in the boardroom, and Glassdoor’s list of Top CEOs.

“We welcome Lynne Doughtie’s impressive track record of advancing organizational goals through culture and innovation,” said David Calhoun, Boeing President and CEO, and member of the board of directors. “Lynne’s values-based leadership will further strengthen our board.”

"Boeing is a remarkable American company serving a critical role in the global economy,” said Doughtie. “I look forward to joining this distinguished board.”

Kennedy, who joined the board in 2017, served as a member of the Audit; Compensation; Finance; and Governance, Nominating and Organization committees. Previously, Kennedy served as U.S. Ambassador to Japan from 2013 to 2017.

“On behalf of Boeing and its board of directors, I want to express my gratitude to Ambassador Kennedy for her leadership and exemplary service,” Kellner said.

“It’s been a privilege to serve alongside Ambassador Kennedy,” Calhoun said. “I’m grateful not only for her contributions to Boeing, but for her service on behalf of our country.”

# # #

Contact

Boeing Communications

media@boeing.com

XML

Cover Cover	Jan. 13, 2021	Mar. 09, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 13, 2021
Entity Registrant Name	BOEING CO
Entity File Number	1-442
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	91-0425694
Entity Address, Address Line One	100 N. Riverside Plaza,
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606-1596
City Area Code	(312)
Local Phone Number		544-2000
Title of 12(b) Security	Common Stock, $5.00 Par Value
Trading Symbol	BA
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000012927