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TABLE OF CONTENTS
Chairman's Letter and Notice of Meeting
General Information for Shareholders
Outstanding Securities
Attendance at the Annual Meeting
Voting at the Annual Meeting or by Proxy
Voting via Telephone or the Internet
Voting by Participants in Employee Plans
Vote Required and Method of Counting Votes
Confidential Voting Policy
Expenses of Solicitation
Independent Auditors
Proposal 1: Election of Directors
Nominees
Continuing Directors
Compensation of Directors
Retirement Policy
Committees of the Board of Directors
Board and Committee Meetings
Related Party Transactions
Section 16(a) Beneficial Ownership Reporting Compliance
Security Ownership
Executive Compensation
Summary Compensation Table
Option Grants in 1997 Table
Aggregated Option/SAR Exercises
in 1997 and Year-End Option/SAR Values Table
Pension Plan Tables
Employment Contracts and Termination of Employment Arrangements
Compensation Committee Report on
Executive Compensation
Shareholder Return on Performance
Graphs
Proposal 2: Approval of Amendment of The Boeing Company 1997 Incentive Stock Plan for Employees
Proposal 3: Shareholder Proposal on Military Contracts
Proposal 4: Shareholder Proposal on Doing Business with China
Proposal 5: Shareholder Proposal on Annual Election of the Entire Board of Directors
Proposal 6: Shareholder Proposal on Cumulative Voting for the Election of Directors
Proposal 7: Shareholder Proposal on Creation of the Position of Independent Lead Director
Proposal 8: Shareholder Proposal on Political Contributions
Proposal 9: Shareholder Proposal on the Sale of Douglas Products Division
Annual Report and Form 10-K
Shareholder Proposals for 1999
Appendix A: 1997 Incentive Stock Plan for Employees, as Amended and Restated
Map and Directions to the Annual Meeting
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