Submission of Matters to a Vote of Security Holders
(a) Our Annual Meeting of Shareholders was held on May 1, 2006.
(b) In an uncontested election, ten nominees of the Board of Directors were elected for one-year terms expiring on the date of the annual meeting in 2007. The votes were as follows:
| For | Withheld | |
|---|---|---|
| John H. Biggs John E. Bryson Linda Z. Cook William M. Daley Kenneth M. Duberstein John F. McDonnell W. James McNerney, Jr. Richard D. Nanula Rozanne L. Ridgway Mike S. Zafirovski |
669,136,648 647,850,708 669,001,556 668,055,482 659,850,225 653,108,995 663,189,555 669,418,238 648,395,534 669,158,231 |
16,322,667 37,608,606 16,457,759 17,403,833 25,609,090 32,350,319 22,269,760 16,041,077 37,063,781 16,301,084 |
John M. Shalikashvili retired as of the date of the 2006 Annual Meeting.
(c) The results of voting on Proposals 2 through 10 (as numbered in the 2006 Proxy Statement) were as follows:
2. Management proposal to approve The Boeing Company Elected Officer Annual Incentive Plan:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
520,220,730 41,491,997 12,460,290 111,286,297 |
3. Management proposal to approve amendment of The Boeing Company 2003 Incentive Stock Plan:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
372,963,971 188,488,816 12,720,231 111,286,297 |
4. Management proposal to approve amendments to Certificate of Incorporation and By-laws to eliminate certain supermajority vote requirements:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
539,996,431 21,646,263 12,530,324 111,286,297 |
5. Advisory vote on appointment of Deloitte & Touche LLP as independent auditors:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
661,339,636 13,135,900 10,983,779 0 |
6. Shareholder proposal on human rights policies:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
123,266,708 370,568,946 80,337,364 111,286,297 |
7. Shareholder proposal on military contracts:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
44,333,495 460,119,522 69,720,001 111,286,297 |
8. Shareholder proposal on disclosure of charitable contributions:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
52,635,828 451,274,165 70,263,024 111,286,297 |
9. Shareholder proposal on majority voting for director elections:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
327,610,463 233,034,718 13,527,836 111,286,297 |
10. Shareholder proposal on independent board chairman:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
203,123,203 357,965,745 13,084,069 111,286,297 |