BOEING COfalse000001292712/31929 Long Bridge DriveArlingtonVA703414-633800000129272023-04-052023-04-05
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): April 5, 2023
| | | | | | | | |
| THE BOEING COMPANY |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | | | | | | | | | | | | | |
| Delaware | | 1-442 | | 91-0425694 | |
| (State or other jurisdiction of
incorporation or organization) | | (Commission file number) | | (I.R.S. Employer Identification No.) | |
| | | | | | | | |
929 Long Bridge Drive, Arlington, VA | | 22202 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
(703) 414-6338 |
| (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)) |
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 |
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 5.03
On April 5, 2023, the Board of Directors (the "Board") of The Boeing Company (the "Company") amended Article VII, Section 4, Forum for Adjudication of Disputes, of the Company’s By-Laws (the “By-Laws”) to specify that if the Court of Chancery of the State of Delaware does not have jurisdiction, another state court located in the State of Delaware or, if no state court located in the State of Delaware has jurisdiction, the federal district court for the District of Delaware or the federal district court for the Eastern District of Virginia shall be the sole and exclusive forum for resolving certain actions that may affect the Company.
The foregoing summary of the amendment to the By-Laws is subject to, and qualified in its entirety by, the By-Laws, as amended and restated on April 5, 2023, a copy of which is filed as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit
Number | | Description |
| | |
| 3.2 | | |
| | |
| 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/ John C. Demers |
| John C. Demers |
| Vice President, Assistant General Counsel and Corporate Secretary |
| |
| Dated: April 11, 2023 |