Shareholder Services

2014 Annual Meeting of Shareholders

Date/Time

Monday, April 28, 2014, 10:00 a.m., Central Daylight Time.

Place

The Field Museum, The James Simpson Theatre, 1400 South Lake Shore Drive, Chicago, Illinois 60605-2496. Please use the West entrance to the museum. Directions are included on the inside back cover of our proxy statement and are also available by telephone at 312-922-9410 or on The Field Museum's website at www.fieldmuseum.org.

Agenda

1.  Elect the 11 directors named in the proxy statement;

2.  Approve, on an advisory basis, named executive officer compensation;

3.  Approve the amendment and restatement of The Boeing Company 2003 Incentive Stock Plan;

4.  Ratify the appointment of our independent auditor for 2014; and

5.  Transact such other business, including certain shareholder proposals, as may properly come before the meeting and any postponement or adjournment thereof.

Record Date

Holders of our common stock at the close of business on February 27, 2014 are entitled to vote at the annual meeting and any postponement or adjournment thereof.

Voting by Proxy

We value the input of our shareholders on important questions facing the Company. We encourage you to vote your shares promptly, whether or not you plan to attend the annual meeting.

Click below to vote your shares now:

vote

Beneficial Shareholders. If you own shares through a broker, bank or other holder of record, you must instruct the holder of record how to vote your shares. In order to provide voting instructions to the holder of record of your shares, please refer to the materials forwarded by your broker, bank or other holder of record. Many brokers provide the option of voting by internet at www.proxyvote.com or by calling 1-800-454-8683. You will need your control number, which can be found on the voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or telephone must be received by 10:59 p.m., Central Daylight Time, on Sunday, April 27, 2014.

Registered Shareholders. If you own shares that are registered in your name, you may vote by proxy before the annual meeting by internet at www.proxyvote.com, by calling l-800-690-6903 or by signing and returning a proxy card. To vote by internet or telephone, you will need your 12-digit voting control number, which can be found on your proxy card or notice of internet availability of proxy materials. Proxies submitted by internet or telephone must be received by 10:59 p.m., Central Daylight Time, on Sunday, April 27, 2014.

The Boeing Company Voluntary Investment Plan Participants. If you have an interest in Boeing stock through participation in The Boeing Company Voluntary Investment Plan, you do not have actual ownership of the shares held in the plan. The plan shares are registered in the name of the trustee. As a plan participant, you have been allocated interests in the plan shares and may instruct the trustee how to vote those interests by submitting a proxy by internet at www.proxyvote.com, or by calling 1-800- 690-6903 or by signing and returning a proxy card. To vote by internet or telephone, you will need your 12-digit voting control number, which can be found on your proxy card or notice of internet availability of proxy materials. However, you may not vote plan shares in person at the annual meeting. The number of shares of Boeing stock shown on your proxy card includes all shares registered in your name and all plan shares in which you have an interest. In order to allow sufficient time for the trustee to tabulate the vote of the plan shares, your proxy instructions must be received no later than 10:59 p.m., Central Daylight Time, on Wednesday, April 23, 2014.

Meeting Admission

Attendance and voting at the annual meeting is limited to shareholders of record at the close of business on February 27, 2014. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the annual meeting.

Beneficial Shareholders. If you are a beneficial shareholder, when you arrive at the annual meeting please register at the table for beneficial shareholders. In order to be admitted to the annual meeting, beneficial shareholders must bring an account statement or letter from their broker or bank showing that they owned Boeing stock as of February 27, 2014 and a valid photo identification. In order to vote at the meeting, beneficial shareholders must also bring legal proxies, which they can obtain only from their broker or bank. Please contact your broker or bank directly for specific information on how to obtain a legal proxy.

Registered Shareholders and The Boeing Company Voluntary Investment Plan Participants. If you are a registered shareholder or a participant in The Boeing Company Voluntary Investment Plan, an admission ticket is attached to your proxy card. If you received proxy materials by internet, the email you received will serve as your admission ticket.  If you received a notice of internet availability of proxy materials, the notice will serve as your admission ticket.  In order to be admitted to the annual meeting, you must bring your admission ticket and a valid photo identification.

Electronic Delivery of Meeting Material

Beneficial Shareholders. Many brokers and banks offer electronic delivery of proxy materials to their clients. For additional information, please contact your broker or bank.

Registered Shareholders. Instead of receiving copies of our proxy materials in the mail, registered shareholders can elect to receive these communications electronically. Your election to receive future proxy materials electronically would result in expedited delivery of your materials, conserve natural resources, and reduce Boeing’s printing and mailing costs by approximately $4.00 per year. For additional information or to elect this option, please access www.computershare.com/investor.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 28, 2014: The Notice of Annual Meeting and Proxy Statement and the 2013 Annual Report are available at: www.proxyvote.com.