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): December 26, 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))

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

On December 26, 2019, J. Michael Luttig, Executive Vice President, Counselor and Senior Advisor of The Boeing Company (the “Company”), announced his decision to retire from the Company. A copy of the Company’s press release related to this decision 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 December 26, 2019
	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
	Vice President, Deputy General Counsel & Corporate Secretary
Dated: December 27, 2019

EX-99.1

Exhibit 99.1

J. Michael Luttig to Retire from Boeing at Year End

CHICAGO, December 26, 2019 / PR Newswire / — The Boeing Company (NYSE: BA) announced today that J. Michael Luttig, 65, valued Counselor and Senior Advisor to the Boeing Board of Directors, has informed the Board of his long-considered retirement at year end.

Luttig, who served as Boeing’s General Counsel from 2006 until assuming his current responsibilities in May 2019, has been managing legal matters associated with the Lion Air Flight 610 and Ethiopian Airlines Flight 302 accidents, and advising the Board on strategic matters.

“Judge Luttig is one of the finest legal minds in the Nation and he has expertly and tirelessly guided our company as General Counsel, Counselor, and Senior Advisor,” said Interim Boeing President and CEO Greg Smith. “We are deeply indebted to Judge Luttig for his extraordinary service to Boeing over these nearly 14 years, especially through this past, challenging year for our company,” said Smith. “The Board and I will always be grateful for the Judge’s remarkable service to The Boeing Company – and I will personally always be grateful for his friendship.”

Luttig joined Boeing after serving 15 years on the U.S. Court of Appeals for the Fourth Circuit. Prior to his appointment to the Federal Bench, Luttig served as Assistant Attorney General and Counselor to the Attorney General of the United States. Luttig worked at The White House from 1981-82 under President Ronald Reagan. From 1982 to 1985, he served as a law clerk to then-Judge Antonin Scalia of the United States Court of Appeals for the District of Columbia Circuit and thereafter as a law clerk and then as Special Assistant to the Chief Justice of the United States.

“It has been an honor to serve as Boeing’s General Counsel and as Counselor and Senior Advisor to the Boeing Board of Directors,” said Luttig. “I will be eternally grateful to The Boeing Company, to the Boeing Board of Directors, to CEOs Dennis Muilenburg and Jim McNerney, and to former Lead Director Ken Duberstein for the opportunity and the privilege to serve this great company and the extraordinary men and women who, together, are The Boeing Company. My respect and admiration for these very special men and women – whom I am proud to call my friends — and for The Boeing Company, is endless.”

Boeing is the world’s largest aerospace company and leading provider of commercial airplanes, defense, space and security systems, and global services. As the top U.S. exporter, the company supports commercial and government customers in more than 150 countries. Boeing employs more than 150,000 people worldwide and leverages the talents of a global supplier base. Building on a legacy of aerospace leadership, Boeing continues to lead in technology and innovation, deliver for its customers and invest in its people and future growth.

Contact:

Boeing Communications

312-544-2002

media@boeing.com

Follow us Facebook Instagram Twitter www.boeing.com

XML

Document and Entity Information	Dec. 26, 2019
Cover [Abstract]
Entity Registrant Name	BOEING CO
Amendment Flag	false
Entity Central Index Key	0000012927
Document Type	8-K
Document Period End Date	Dec. 26, 2019
Entity File Number	1-442
Entity Incorporation State 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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $5.00 Par Value
Trading Symbol	BA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false