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In the Matter of The Boeing Company
Admin. Proc. File No. 3-21140

In the Matter of Dennis A. Muilenburg
Admin. Proc. File No. 3-21141

Jan. 5, 2023

On September 22, 2022, the Commission issued two separate, but related Orders instituting and simultaneously settled cease-and-desist proceedings against The Boeing Company (“Boeing”) and Dennis A. Muilenburg (collectively, the “Respondents”). In the Orders, the Commission found that the Respondents failed to exercise reasonable care in making statements to the public following two fatal accidents involving its new 737 MAX line of aircraft. Those failures resulted in the Respondents making materially misleading statements to investors in a Boeing November 27, 2018 press release and in public statements made by Muilenburg in April 2019 and resulted in the Respondents violating Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933. In their respective Orders, the Commission ordered Boeing and Muilenburg to pay $200,000,000 and $1,000,000 in civil money penalties, respectively, to the Commission. In each of the Orders, the Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties paid can be distributed to harmed investors, and further ordered that it may be combined with any other distribution fund or fair fun arising out of the same facts that are the subject of the Orders (together, the “Fair Fund”).See the Commission’s Orders: Release Nos. 33-11105 and 33-11106.

The Fair Fund includes the $201,000,000.00 paid by the Respondents. The Fair Fund has been deposited in an interest-bearing account at the U.S. Department of the Treasury, and any interest accrued will be added to the Fair Fund.

On January 12, 2023, the Commission issued an order appointing Miller Kaplan Arase LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-96655.

On May 10, 2023, the Commission issued an order appointing Epiq Class Action & Claims Solutions, Inc., as the Fund Administrator to oversee the administration and distribution of the Fair Fund and setting the administrator’s bond amount. See the Commission’s Order: Release No. 34-97469.

On October 12, 2023, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-98735 and the Proposed Plan.

The Proposed Plan provides that the distribution of the Fair Fund shall be made to those investors who purchased or acquired shares of The Boeing Company common stock between November 28, 2018 and October 17, 2019, inclusive, and suffered a loss as calculated by the methodology used in the Plan of Allocation attached as Exhibit A to the Proposed Plan.

For more information, please contact the Commission:

Office of Distributions

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