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Corporate Secretary/Shareholder Services

Annual Meeting of Shareholders

Time

The next annual meeting of shareholders of The Boeing Company is scheduled for Monday, April 28, 2008, 10:00 a.m., Central time. Registration will begin at 8:30 a.m. The Annual Meeting will begin at 10:00 a.m. and conclude at 12:00 p.m.

Place

The Field Museum, 1400 South Lake Shore Drive, Chicago, Illinois 60605-2496.

Agenda

  1. 1. Elect eleven persons to the Board of Directors for one-year terms expiring in 2009.
  2. 2. Cast an advisory vote on the appointment of Deloitte & Touche LLP as independent auditors.
  3. 3. Vote on shareholder proposal on disclosure of foreign military sales.
  4. 4. Vote on shareholder proposal on health care principles.
  5. 5. Vote on shareholder proposal on human rights policies.
  6. 6. Vote on shareholder proposal on independent lead director.
  7. 7. Vote on shareholder proposal on performance-based stock options.
  8. 8. Vote on shareholder proposal on advisory vote on named executive officer compensation.
  9. 9. Vote on shareholder proposal on on future severance arrangements.
  10. 10. Transact any other business properly brought before the meeting.

Record Date

You can vote if you were a shareholder at the close of business on February 28, 2008.

Meeting Admission

Registered Shareholders. An admission ticket is attached to your proxy card. If you received proxy materials via the Internet, you may print an admission ticket from the Internet voting site. Please bring the admission ticket with you to the meeting. Beneficial Shareholders. Shareholders whose stock is held by a broker or bank (often referred to as "holding in street name") should come to the beneficial shareholders table. In order to be admitted, beneficial shareholders must bring account statements or letters from their brokers or banks showing that they owned Boeing stock as of February 28, 2008. In order to vote at the meeting, beneficial shareholders must bring legal proxies, which they can obtain only from their brokers or banks. In all cases, shareholders must bring photo identification to the meeting for admission.

Voting by Proxy

Registered Shareholders and Participants in Savings Plans. Please vote:

  1. 1. By Toll-Free Telephone: Call l-800-652-VOTE (8683) to vote by phone;
  2. 2. By Internet: Go to www.investorvote.com/boeing to vote on the Internet; or
  3. 3. By Mail: Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope. Any proxy may be revoked at any time prior to its exercise at the meeting.