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PROPOSAL 1:
ELECTION OF DIRECTORS
The Board of Directors currently consists of 13 members. Eleven of them are independent directors and two are members of management. In accordance with the Company's By-Laws, directors are divided into three classes, each of which is composed of approximately one-third of the directors. At the Annual Meeting, four directors will be elected for terms of three years, expiring on the date of the annual meeting of shareholders in 2001. Each director elected will continue in office until a successor has been elected or until resignation or removal in the manner provided by the By-Laws of the Company. The nominees for the Board of Directors, recommended by its Organization and Nominating Committee, are all currently Board members. The nominees for re-election and the directors whose terms will continue after the Annual Meeting are listed below. Shares represented by a properly executed proxy card will be voted for the nominees unless such authority is withheld. Should any nominee become unavailable for election, the Board of Directors may vote all proxies given in response to this solicitation for the election of a substitute nominee of its choice or, in its discretion, may reduce the size of the Board of Directors rather than nominate a substitute.
On August 1, 1997, a subsidiary of Boeing was merged into McDonnell Douglas
Corporation ("McDonnell Douglas") and McDonnell Douglas became a subsidiary
of Boeing (the "Merger"), as provided by the Agreement and Plan of Merger
dated as of December 14, 1996 (the "Merger Agreement"). The Merger Agreement
provided that immediately following the effective time of the Merger,
the Boeing Board of Directors would fix the number of directors constituting
the Board at between 12 and 15 members. The McDonnell Douglas Board
of Directors would select from among its members such number of individuals
acceptable to Boeing for nomination as directors of Boeing as would
constitute one-third of such total number. In accordance with the Merger
Agreement, the Boeing Board set the total number of members at 12 and
four members of the McDonnell Douglas Board (Messrs. John H. Biggs,
Kenneth M. Duberstein, John F. McDonnell, and Harry C. Stonecipher)
were elected members of the Boeing Board, effective August 1, 1997.
The Merger Agreement also provided that those former McDonnell Douglas
directors joining the Boeing Board would be allocated as equally as
practicable among the different classes of directors. Mr. Biggs was
placed in the class of directors whose terms expire in 1998, Mr. Duberstein
in the class whose terms expire in 1999, and Mr. McDonnell and Mr. Stonecipher
in the class whose terms expire in 2000.
On October 27, 1997, the Board of Directors increased the number of
its members to 13 and elected Dr. William J. Perry as a member.
The Board of Directors Recommends a Vote FOR Each of the
Nominees.
NOMINEES
John H. Biggs
Director since August 1997
Chairman, President and Chief Executive, Teachers Insurance
and Annuity Association-College Retirement Equities Fund ("TIAA-CREF"),
age 61. Mr. Biggs has served as Chairman and Chief Executive of
TIAA-CREF (national teachers' pension fund) since January 1993
and as President since November 1997. He is also a Trustee of
TIAA-CREF and a director of Ralston Purina Company.
Shares, options exercisable within 60 days and share interests 25,099
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John E. Bryson
Director since 1995
Chairman of the Board and Chief Executive Officer, Edison
International, age 54. Mr. Bryson has served as Chairman
of the Board and Chief Executive Officer of Edison International
and its principal subsidiary, Southern California Edison Company
(electric utility), since 1990. He is a director of The Times
Mirror Company, H.F. Ahmanson & Company, and the Council on Foreign
Relations, and a trustee of Stanford University.
Shares, options exercisable within 60 days and share interests 8,103
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Charles M. Pigott
Director since 1972
Chairman Emeritus, PACCAR Inc, age 68. Mr. Pigott
served as Chief Executive Officer of PACCAR Inc (manufacturer
of transportation equipment) from 1967 through 1996. He was President
of that company from 1965 to 1987, and Chairman from 1986 though
1996. Mr. Pigott is a director of Chevron Corporation, PACCAR
Inc and The Seattle Times Company.
Shares, options exercisable within 60 days and share interests 51,044
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Rozanne
L. Ridgway
Director since 1992
Former Assistant Secretary of State for Europe and Canada,
age 62. Ambassador Ridgway served as Co-Chair of The Atlantic
Council of the United States (an association to promote better
understanding of international issues) from 1993 to 1996 and was
its President from 1989 through 1992. She served 32 years with
the U.S. State Department, including service as Ambassador to
the German Democratic Republic and to Finland, and, from 1985
until her retirement in 1989, as Assistant Secretary of State
for Europe and Canada. She is also a director of Bell Atlantic
Corporation, Citicorp, Emerson Electric Company, RJR Nabisco,
Inc., 3M Corporation, The Sara Lee Corporation, and Union Carbide
Corporation.
Shares, options exercisable within 60 days and share interests 14,777
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CONTINUING
DIRECTORS
Philip
M. Condit
Director since 1992
Chairman of the Board and Chief Executive Officer, The
Boeing Company, age 56. Mr. Condit was elected Chairman
of the Board effective February 1, 1997. He has served as Chief
Executive Officer since April 29, 1996, and was President from
August 1992 until becoming Chairman. Mr. Condit is also a director
of Hewlett-Packard Company. His current term as a Boeing director
expires in 1999.
Shares, options exercisable within 60 days and share interests 456,648
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Kenneth M. Duberstein
Director since August 1997
Chairman and Chief Executive, The Duberstein Group,
age 53. Mr. Duberstein has served as Chairman and Chief Executive
of The Duberstein Group (consulting firm) since 1989. He was White
House Chief of Staff in 1988 and 1989. Mr. Duberstein is also
a director of Cinergy Corp. and USF&G Corporation. His current
term as a Boeing director expires in 1999.
Shares, options exercisable within 60 days and share interests 5,951
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John
B. Fery
Director since 1989
Retired Chairman of the Board and Chief Executive Officer,
Boise Cascade Corporation, age 68. Mr. Fery served as
Chairman of the Board of Boise Cascade Corporation (wood and paper
products) from 1978 to 1995, and as Chief Executive Officer from
1972 until 1994. He is also a director of Albertson's, Inc., Hewlett-Packard
Company, and U.S. Bancorp. Mr. Fery's current term as a Boeing
director expires in 1999.
Shares, options exercisable within 60 days and share interests 13,025
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Paul E. Gray
Director since 1990
President Emeritus and Professor of Electrical Engineering,
Massachusetts Institute of Technology ("MIT"), age 66.
Dr. Gray served as Chairman of the Corporation of MIT (education)
from 1990 to 1997 and as President from 1980 until he retired
in 1990. He is also a director of Eastman Kodak Company. Dr. Gray's
current term as a Boeing director expires in 2000.
Shares, options exercisable within 60 days and share interests 8,120
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John F. McDonnell
Director since August 1997
Retired Chairman, McDonnell Douglas Corporation,
age 60. Mr. McDonnell served as Chairman of McDonnell Douglas
Corporation (aerospace) from 1988 until its merger with Boeing
in 1997 and as its Chief Executive Officer from 1988 to 1994.
He is also a director of Ralston Purina Company and Chairman of
the Board of The Federal Reserve Bank of St. Louis. Mr. McDonnell's
current term as a Boeing director expires in 2000.
Shares, options exercisable within 60 days and share interests 17,580,722
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William J. Perry
Director since November 1997
Professor in the School of Engineering and Senior Fellow
at the Institute for International Studies, Stanford University,
age 70. Dr. Perry served as U.S. Secretary of Defense from February
1994 through January 1997 and as Deputy Secretary of Defense from
1993 to 1994. Dr. Perry is also a director of United Technologies
Corp. and Hambrecht & Quist. He is a trustee of the Carnegie Endowment
for International Peace, a member of the National Academy of Engineering,
and a fellow of the American Academy of Arts and Sciences. Dr.
Perry's current term as a Boeing director expires in 2000.
Shares, options exercisable within 60 days and share interests 167
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Donald
E. Petersen
Director since 1990
Retired Chairman of the Board and Chief Executive Officer,
Ford Motor Company, age 71. Mr. Petersen served as Chairman
of the Board and Chief Executive Officer of Ford Motor Company
(automobile manufacturer) from 1985 to 1990. He was President
of Ford Motor Company from 1980 to 1985. Mr. Petersen's current
term as a Boeing director expires in 1999.
Shares, options exercisable within 60 days and share interests 20,668
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Harry C. Stonecipher
Director since August 1997
President and Chief Operating Officer, The Boeing Company,
age 61. Mr. Stonecipher served as President and Chief Executive
Officer of McDonnell Douglas Corporation (aerospace) from 1994
until its merger with Boeing in 1997. He was Chairman and Chief
Executive Officer of Sundstrand Corporation from 1991 to 1994.
Mr. Stonecipher is also a director of Cincinnati Milacron Inc.,
Computer Management Sciences, Inc., and Sentry Insurance. Mr.
Stonecipher's current term as a Boeing director expires in 2000.
Shares, options exercisable within 60 days and share interests 1,150,361 |
George H. Weyerhaeuser
Director since 1962
Chairman of the Board, Weyerhaeuser Company, age
71. Mr. Weyerhaeuser has been Chairman of the Board of Weyerhaeuser
Company (forest products) since 1988. He joined Weyerhaeuser Company
in 1949, became its President in 1966, and was its Chief Executive
Officer from 1966 to 1991. He has been a director of that corporation
since 1960 and is also a director of Chevron Corporation and SAFECO
Corporation. Mr. Weyerhaeuser's current term as a Boeing director
expires in 1999.
Shares, options exercisable within 60 days and share interests 26,789
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