Boeing

2015 Annual Meeting of Shareholders

Date/Time

Monday, April 27, 2015, 9:00 a.m., Central Daylight Time.

NEW Meeting Admission Policy

If you plan to attend the meeting in person, you must be a holder of Boeing shares as of the record date of February 26, 2015, and obtain an admission ticket by registering no later than April 20, 2015. Tickets are available to registered and beneficial owners and to one guest accompanying each registered and beneficial owner. To register, please access Shareholder Meeting Registration at www.proxyvote.com or call 1-866-232-3037 and follow the directions provided. You will need your 16-digit voting control number, which can be found on your proxy card, email, notice of internet availability of proxy materials or voting instruction form. You must bring your admission ticket to the annual meeting to gain access. Please note that seating is limited. Requests for tickets will be processed in the order in which they are received and must be made no later than April 20, 2015. In order to be admitted to the annual meeting, you and your guest will be required to present a valid, government-issued photo identification, such as a driver’s license or passport, with your admission ticket and to enter through a security checkpoint. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the annual meeting.

Place

The Field Museum, The James Simpson Theatre, 1400 South Lake Shore Drive, Chicago, Illinois 60605-2496. Please use the West entrance to the museum. Directions are included on the last full page of our proxy statement and are also available by telephone at 312-922-9410 or on The Field Museum's website at www.fieldmuseum.org.

Agenda

  1. Elect the 10 directors named in the proxy statement;
  2. Approve, on an advisory basis, named executive officer compensation;
  3. Ratify the appointment of our independent auditor for 2015; and
  4. Transact such other business, including certain shareholder proposals, as may properly come before the meeting and any postponement or adjournment thereof.

Record Date

Holders of our common stock at the close of business on February 26, 2015 are entitled to vote at the annual meeting and any postponement or adjournment thereof.

 

Vote Your Shares Now

Holders of Boeing stock at the close of business on February 26, 2015 are entitled to vote at the 2015 annual meeting of shareholders and any postponement or adjournment thereof.

YOUR VOTE IS IMPORTANT! To vote online, please click on the “Vote Now” link below or go to www.proxyvote.com. You will need the 16 digit Control Number that was included in your proxy card, voting instruction form, email notification or notice of internet availability. Please note that if you own shares of Boeing stock in multiple accounts, for example through a broker or bank, you may receive (either electronically or by mail) multiple proxy packages and voting instructions that are not duplicates. Please be sure to vote all of your Boeing shares in each of your accounts. Each email or notice you receive contains a unique 16-digit control number to vote, so if you receive more than one email or notice you must vote each one in order to vote all of your shares.

Deadline to Vote: Please note that online votes must be received by 10:59 p.m. CDT on Sunday, April 26, 2015. If you own shares in The Boeing Company Voluntary Investment Plan, your vote must be received by 10:59 p.m. CDT on Wednesday, April 22, 2015 in order to provide sufficient time for the trustee to tabulate the vote of the Plan shares.

Vote Now

Note: The above referenced website is not maintained by Boeing. When you click "Vote Now," you will leave the Boeing website.

Beneficial Shareholders

If you own shares through a broker, bank or other holder of record, you must instruct the holder of record how to vote your shares. In order to provide voting instructions to the holder of record of your shares, please refer to the materials forwarded by your broker, bank or other holder of record. Many brokers provide the option of voting by internet at www.proxyvote.com or by calling 1-800-454-8683. You will need your 16-digit control number, which can be found on the notice of internet availability of proxy materials, email or voting instruction form provided by your broker, bank or other holder of record. Proxies submitted by internet or telephone must be received by 10:59 p.m., Central Daylight Time, on Sunday, April 26, 2015. In order to vote in person at the meeting, beneficial shareholders must also bring legal proxies, which they can obtain only from their broker or bank. Please contact your broker or bank directly for specific information on how to obtain a legal proxy.

Registered Shareholders

If you own shares that are registered in your name, you may vote by proxy before the annual meeting by internet at www.proxyvote.com, by calling l-800-690-6903 or by signing and returning your proxy card. To vote by internet or telephone, you will need your 16-digit voting control number, which can be found on your proxy card, email or notice of internet availability of proxy materials. Proxies submitted by internet or telephone must be received by 10:59 p.m., Central Daylight Time, on Sunday, April 26, 2015.

The Boeing Company Voluntary Investment Plan Participants

If you have an interest in Boeing stock through participation in VIP, you do not have actual ownership of the shares held in the VIP (the “Plan Shares”). The Plan Shares are registered in the name of the trustee. As a VIP participant, you have been allocated interests in the plan shares and may instruct the trustee how to vote those interests by submitting a proxy by internet at www.proxyvote.com, or by calling 1-800- 690-6903 or by signing and returning your proxy card. To vote by internet or telephone, you will need your 16-digit voting control number, which can be found on your proxy card, email or notice of internet availability of proxy materials. However, you may not vote Plan Shares in person at the annual meeting. The number of shares of Boeing stock shown on your proxy card includes all shares registered in your name and all Plan Shares in which you have an interest. In order to allow sufficient time for the trustee to tabulate the vote of the Plan Shares, your proxy instructions must be received no later than 10:59 p.m., Central Daylight Time, on Wednesday, April 22, 2015.

Electronic Delivery of Future Meeting Materials

Beneficial Shareholders. Many brokers and banks offer electronic delivery of proxy materials to their clients. For additional information, please contact your broker or bank.

Registered Shareholders. To save resources and reduce Boeing’s printing and mailing costs, you can elect to receive future proxy materials and other shareholder communications electronically at www.computershare.com/investor.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 27, 2015: The Notice of 2015 Annual Meeting and Proxy Statement and the 2014 Annual Report are available at: www.computershare.com/investor.

Stock Information

View our stock quote and chart and financial fundamentals, and find historical stock price information based on dates you provide. Use our investment calculator to get a view of how an investment has performed over time, based on dates and amount invested in Boeing Common Stock or number of shares purchased.

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    Shareholder Services

    Overview

    Computershare Investor Services acts as transfer agent and registrar for Boeing shareholders. Computershare Investor Services also distributes dividends to registered shareholders.

    There are two alternative ways to own stock, other than in mutual funds, which are

    • as a registered shareholder,
    • as a beneficial owner of stock that is held in "street name."

    If you are a registered shareholder of Boeing stock, your name appears in the Company's shareholder register kept by Computershare Investor Services. You receive dividend checks written on the Boeing account with Computershare Investor Services, or Direct Deposit of your dividends to your bank account through the Automated Clearing House, or you may qualify to have your dividends reinvested through the Dividend Reinvestment and Stock Purchase Plan administered by Computershare Investor Services.

    Registered shareholders may visit Computershare Investor Services' website, and send e-mail from that site, or call 1-888-777-0923 for information and assistance.

    If your shares are registered in "street name," your name does not appear anywhere in the Company's shareholder records. Instead, the "street name" of your broker, bank, or other nominee who holds the shares for you appears on our records; you are the beneficial owner of the shares. Your dividends are delivered to your broker, bank, or other nominee, who distributes the dividends to you.

    Boeing and Computershare Investor Services do not have records of beneficial owners of Boeing stock. If you are a beneficial owner of Boeing stock, please contact your broker, bank or other nominee for assistance with any questions concerning ownership or dividends.

    Electronic Delivery of Shareholder Materials

    To save resources and reduce Boeing’s printing and mailing costs, registered shareholders can elect to receive future proxy materials and other shareholder communications at www.computershare.com/investor. Beneficial shareholders should contact their brokerage firm or bank to elect to receive electronic delivery of their shareholder materials.

    Direct Deposit

    Any registered shareholder (one whose Boeing shares are held in an account with Computershare, the Company's transfer agent) can have dividends deposited directly into a checking, money market or savings account at any U.S. bank, credit union or other financial institution that participates in the Automated Clearing House ("ACH") system.

    You can receive your dividend checks faster, avoid the risk of your dividend checks being lost in the mail and eliminate the inconvenience of having to endorse and deposit your paper dividend checks in your bank account by signing up for direct deposit of your dividends. Computershare provides direct deposit of your dividends at no cost to you. To enroll in Direct Deposit, please contact Computershare Investor Services.

    Dividend Re-investment and Cash Purchase Plan

    The Boeing Company offers a Dividend Reinvestment and Optional Cash Purchase Plan administered by Boeing's transfer agent, Computershare ("Computershare Plan") for shareholders of record. In order to participate, you must make your initial purchase through a broker. Your broker can then transfer the shares to you, so that the stock will be held in your name, as opposed to the broker's name. Your broker can provide you with the details regarding the transfer process. After the stock is transferred to your name, an account will be established for you at Computershare. Under the Computershare Plan, you are eligible to participate in Dividend Reinvestment only if you own 50 or more shares. If you hold less than 50 shares, dividend checks will be sent to you through the mail or, you can receive your dividend checks faster by choosing Direct Deposit of Dividend Checks. If you elect to reinvest your dividends, you may also make "optional cash investments" (minimum of $50.00). Or, under the Computershare Plan, you can make "optional cash investments" without reinvesting dividends if you own one or more shares.

    To obtain more information about the Computershare Plan or to enroll in Direct Deposit of your dividends, please call Computershare's toll-free customer services number at: 888-777-0923 or access Computershare Investor Services.

    If your shares are held in "street name" (for example with a stock broker or a mutual fund), please note that you may participate in dividend reinvestment directly through your broker, however, you are not eligible to make "optional payments" to purchase additional shares under the Computershare Plan unless you are a registered holder with an account at Computershare.

    Cost Basis Calculator

    The NetBasis Cost Basis system will automatically calculate the cost basis for your Boeing stock, by adjusting for any corporate actions or dividend reinvestments. All you need to use NetBasis are your purchase/acquisition dates, number of shares or amount acquired and sold, and your sale dates. Within seconds, you will have your Cost Basis, Gain/Loss and Sale Proceeds, as well as the current status of your investment. NetBasis will provide you with supporting documentation if you were to ever need it.

    Logging on to the NetBasis system will enable you to purchase a cost basis calculation. If you have any questions, call their 24/7 Customer Care Call Center, 1-888-80-BASIS (1-888-802-2747) or use the Live Web Chat service located on the Help button once you have logged on to the system.

    Stock Split History

    May 9, 1952 May 23, 1952 3 for 2 (or 50%) script, no cash
    May 7, 1954 May 22, 1954 2 for 1 (or 100%) --
    July 13, 1956 August 6, 1956 2 for 1 (or 100%) --
    November 19, 1956 December 17, 1956 2% stock dividend (1 share for each 50 shares) --
    November 19, 1957 December 17, 1957 4% stock dividend (1 share for each 25 shares) --
    November 19, 1958 December 17, 1958 4% dividend (1 share for each 25 ) --
    November 12, 1959 December 17, 1959 4% dividend (1 share for each 25 ) --
    May 3, 1966 May 17, 1966 2 for 1 (or 100%) --
    August 11, 1977 September 12, 1977 2 for 1 (or 100%) --
    March 12, 1979 April 12, 1979 3 for 2 (or 50%) $22.67
    March 14, 1980 April 14, 1980 3 for 2 (or 50%) $19.38
    May 10, 1985 June 7, 1985 3 for 2 (or 50%) $20.71
    May 12, 1989 June 9, 1989 3 for 2 (or 50%) $26.50
    May 18, 1990 June 8, 1990 3 for 2 (or 50%) $25.73
    May 16, 1997 June 6, 1997 2 for 1 (or 100%) --

    In each of the splits shown above, new certificates were issued for the additional shares and sent by the transfer agent to the registered shareholders. Fractional share certificates are not issued. In the 3 for 2 splits, a shareholder who had an odd number of shares before the split was sent a check for the value of one half of a share.

    Stock Dividend History

    Dividend Payment History

    The Dividend Payment History page provides tables showing actual dividends since 1937. The data has not been adjusted for subsequent stock splits.

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