THE BOEING COMPANY
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| TIME | Monday, May 3, 2004, 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 Renaissance Chicago Hotel, One West Wacker Drive, Chicago, Illinois 60616-9985. | |
| AGENDA | 1. | Elect four persons to the Board of Directors for three-year terms expiring in 2007. |
| 2. | Vote on a management proposal to approve amendments to the Certificate of Incorporation and By-Laws to eliminate certain supermajority vote requirements. | |
| 3. | Cast an advisory vote on the appointment of Deloitte & Touche LLP as independent auditors. | |
| 4. | Vote on shareholder proposal on military contracts. | |
| 5. | Vote on shareholder proposal on human rights policies. | |
| 6. | Vote on shareholder proposal on declassification of the board of directors. | |
| 7. | Vote on shareholder proposal on simple majority vote. | |
| 8. | Vote on shareholder proposal on severance agreements. | |
| 9. | Vote on shareholder proposal on retention of stock obtained through stock options. | |
| 10. | Vote on shareholder proposal on pension plans. | |
| 11. | 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 March 5, 2004. | |
MEETING ADMISSION |
Registered Shareholders. An admission ticket is attached to your proxy card. 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 March 5, 2004. 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. |
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| VOTING BY PROXY | Registered Shareholders and Participants in Savings Plans. Please vote: | |
| 1. | By Toll-Free Telephone: Call l-877-PRX-VOTE (l-877-779-8683) to vote by phone; | |
| 2. | By Internet: Go to www.eproxyvote.com/ba to vote on the Internet; or | |
| 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. | |
| Beneficial Shareholders. If your shares are held in the name of a bank, broker or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares. | ||
This proxy statement is issued in connection with the solicitation
of a proxy on the enclosed form by the Board of Directors of The
Boeing Company for use at the Company's 2004 Annual Meeting of Shareholders.
We will begin distributing this proxy statement, a form of proxy
and the 2003 Annual Report on or about March 26, 2004.
| By Order of the Board of Directors |
|
James C. Johnson |