The Boeing Company

Notice of 1999 Annual Meeting
of Shareholders
and Proxy Statement

The Boeing Company

 Monday, April 26, 1999
10:00 A.M.
The Westin Los Angeles Airport Hotel
5400 West Century Boulevard

Los Angeles, California


The Boeing Company

March 19, 1999

Dear Shareholder:

I am pleased to invite you to attend the Company's 1999 Annual Meeting of Shareholders.

It will be held on Monday, April 26, 1999, at The Westin Los Angeles Airport Hotel, 5400 West Century Boulevard, Los Angeles, California. The meeting will begin at 10:00 a.m. local time. A map and directions to the meeting site are on the back of this proxy statement. The Annual Meeting will be accessible to the hearing impaired through the use of a sign language interpreter.

The matters we will address at the Annual Meeting are described in the attached notice and proxy statement. There will also be reports on the activities of the Company and an opportunity to submit questions or comments on matters of interest to shareholders generally.

Your vote is important. Whether or not you plan to attend the Annual Meeting in person, I urge you to vote your proxy as soon as possible. This year you can vote over the Internet, as well as by telephone or by mailing back a traditional proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend in person. Please review the instructions on the proxy card regarding each of these options.

Very truly yours,
Philip Condit's signature
Philip M. Condit
Chairman of the Board
and Chief Executive Officer


THE BOEING COMPANY
P.O. Box 3707
Seattle, Washington 98124

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time

10:00 a.m. on Monday, April 26, 1999

Place

The Westin Los Angeles Airport Hotel
5400 West Century Boulevard, Los Angeles, California

Items of Business

  1. To elect four people to the Board of Directors for three-year terms expiring in 2002;
  2. To vote on a shareholder proposal on criteria for military contracts;
  3. To vote on a shareholder proposal on doing business in and with China;
  4. To vote on a shareholder proposal on cumulative voting;
  5. To vote on a shareholder proposal on an independent lead director;
  6. To vote on a shareholder proposal on annual election of the entire Board of Directors; and
  7. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Record Date

You are entitled to vote if you were a shareholder at the close of business on Thursday, February 25, 1999.

Meeting Admission

If your Boeing stock is held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee. Your name does not appear on the list of shareholders, and in order to be admitted to the meeting, you must bring a letter or account statement showing that you were the beneficial owner of the stock on the record date.

Voting by Proxy

Please submit a proxy as soon as possible so that your shares can be voted at the meeting. Submitting the enclosed form of proxy will appoint John H. Biggs, Charles M. Pigott, and Harry C. Stonecipher as your proxies.

You may submit your proxy (1) over the Internet, (2) by telephone, or (3) by mail. For instructions, please refer to page 2 of this proxy statement or the proxy card.


James C. Johnson's signature
James C. Johnson
Vice President, Corporate Secretary
and Assistant General Counsel

March 19, 1999


Table of Contents


The Boeing 1998 Annual Report and 1999 Proxy Statement are also available as Adobe Acrobat files.
To download them, click below:
1998 Annual Report (1.54 MB)
1999 Proxy Statement (218 KB)

If you do not have Acrobat Reader version 3.0 or later, it is available FREE from Adobe.