The Boeing Company

Monday, April 30, 201829, 2019 | 9am CT

9:00 a.m., Central Time

The Field Museum

1400 South Lake Shore Drive,

Chicago, Illinois

Notice of 20182019 Annual Meeting of Shareholders

March 16, 201815, 2019

Dear Fellow Shareholder,

You are cordially invited to attend The Boeing Company’s 20182019 Annual Meeting of Shareholders to be held on Monday, April 30, 2018,29, 2019, at 9:00 a.m., Central Time, at The Field Museum, 1400 South Lake Shore Drive, Chicago, Illinois. At the meeting, shareholders will be asked to:

The meeting will also include a report on our operations. Shareholders of record at the close of business on March 1, 2018February 28, 2019 are entitled to vote at the annual meeting and any postponement or adjournment thereof. Your vote is important. Please vote by internet, telephone, or mail as soon as possible to ensure your vote is recorded promptly. Please also note that, if you wish to attend the meeting, you must request an admission ticket in advance. To obtain an admission ticket, please follow the instructions on page 5763 of the proxy statement.

We are extremely grateful for the valuable contributions of Mr. Kenneth M. Duberstein, who will retire at the meeting after more than 30 years of combined service on the Boards of Directors of The Boeing Company and the McDonnell Douglas Corporation, and we are very pleased that Ambassador Nikki R. Haley, former U.S. Permanent Representative to the United Nations, is a new nominee for election to the Board of Directors.

Thank you for your ongoing support of The Boeing Company.

Very truly yours,

Dennis A. Muilenburg

Chairman, President and Chief Executive Officer

Grant M. Dixton

Vice President, Deputy General Counsel and Corporate Secretary

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
		VIA THE INTERNET Visit www.proxyvote.com				BY MAIL Sign, date, and return your proxy card or voting instruction form
		BY TELEPHONE Call the telephone number on your proxy card, voting instruction form or notice				IN PERSON Attend the annual meeting in Chicago See page5763 for details regarding how to register in advance and obtain an admission ticket

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 30, 2018:29, 2019: This Notice of Annual Meeting and Proxy Statement and the 20172018 Annual Report are available at www.proxyvote.com.

This proxy statement is issued in connection with the solicitation of proxies by the Board of Directors of The Boeing Company for use at the 20182019 Annual Meeting of Shareholders and at any adjournment or postponement thereof. On or about March 16, 2018,15, 2019, we will begin distributing print or electronic materials regarding the annual meeting to each shareholder entitled to vote at the meeting. Shares represented by a properly executed proxy will be voted in accordance with instructions provided by the shareholder.

Table of Contents

PROXY SUMMARY

This summary sets forth certain performance highlights, as well as information contained elsewhere in this proxy statement. You should read the entire proxy statement before casting your vote.

Performance Highlights

RECORD REVENUE OF $101B IN 2018RETURNED $31.9B TO SHAREHOLDERS IN THE LAST THREE YEARSIMPROVED OPERATING CASH FLOW 64% IN THE LAST THREE YEARS$17.1B INVESTED IN RESEARCH, DEVELOPMENT AND CAPITAL EXPENDITURES OVER THE PAST THREE YEARS

Total Shareholder Return (TSR) vs. Dow Jones Industrial Average/Peer Company Average

2018 TSR 2016-2018 TSR 2014-2018 TSR

Annual Meeting of Shareholders

		You may vote at the meeting if you were a holder of record of our common stock at the close of business on March 1, 2018. February 28, 2019. Please see page 58pages 63-65 for instructions information on how to votevoting your shares. To attend the meeting in person, you must register no later than April 20, 201819, 2019 to obtain an admission ticket. You must present an admission ticket, along with government-issuedgovernment- issued photo identification, in order to attend the meeting. See page 5763 for additional instructions.

When April 29, 2019 9:00 a.m., CT Where The Field Museum, Chicago, Illinois

		20182019 Proxy Statement			1

PROXY SUMMARY

Voting Recommendations of the Board

Item		Description		For		Against		Page				Description		For		Against				Page
1		Election of directors							4			Election of directors									4
2		Approve, on an advisory basis, named executive officer compensation							22			Approve, on an advisory basis, named executive officer compensation									23
3		Ratify the appointment of independent auditor							47			Ratify the appointment of independent auditor									50
4		Shareholder proposal – additional report on lobbying activities							51			Shareholder proposal – additional report on lobbying activities									54
5		Shareholder proposal – reduce threshold to call special shareholder meetings from 25% to 10%							53			Shareholder proposal – impact of share repurchases on performance metrics									56
6		Shareholder proposal – independent Board Chairman							54			Shareholder proposal – independent Board Chairman									57
7		Shareholder proposal – require shareholder approval to increase the size of the Board to more than 14							56			Shareholder proposal – remove size limit on proxy access group									60
8												Shareholder proposal – mandatory retention of significant stock by executives									61

Director Nominees

This year’s Board nominees include one new director — Caroline Kennedy, former U.S. Ambassador to Japan. ThreeTwo of our independent directors joined the Board in the last three years, reflectingand this year’s Board nominees include one new director — Nikki Haley, former U.S. Permanent Representative to the United Nations. These new additions reflect our ongoing Board refreshment strategy and our commitment to further strengthening and diversifying the skills and experiences of the Board. Each director nominee is listed below, and you can find additional information under “Election of Directors (Item 1)” beginning on page 4.

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PROXY SUMMARY

Key Features of Our Executive Compensation Program

Governance Highlights

Shareholder Outreach

We meet with many of our shareholders throughout the year to ensure that management and the Board are focused on, and responsive to, investor priorities and concerns. For additional information, see “Shareholder Outreach” on page 13.

Environmental Stewardship and Global Engagement

Boeing’s commitment to innovation extends to how we care for our environment and engage with the communities in which we operate. See “Environmental Stewardship and Global Engagement” on page 17 for additional information.

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ELECTION OF DIRECTORS (ITEM 1)

PROPOSAL SUMMARY

Shareholders are being asked to elect the 13 director nominees under “Director Nominees” beginning on page 5 to serve until the 20192020 Annual Meeting of Shareholders.

		The Board recommends that you vote FOR each of the 13 director nominees.

Composition of Nominees and Board Composition and Engagement

Active Engagement   •    Significant involvement in strategy development   •    Regular executive sessions of independent directors   •    Multiple Boeing production site visits each year   •    Strong Board and committee meeting attendance   •    Extensive role in succession planning, includingin-depth meetings between individual directors and senior executives at Boeing locations   •    Comprehensive oversight of strategic, operational, and compliance risks

Balanced Director Tenure

12 of 13 Independent

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ELECTION OF DIRECTORS (ITEM 1)

Director Skills and Qualification Criteria

The Governance, Organization and Nominating Committee, or the GON Committee, is responsible for identifying and assessing potential candidates and recommending nominees for the Board’s approval. The GON Committee assesses the qualifications of incumbent directors and other candidates for nomination on an ongoing basis, including with respect to the following key factors:

Director Nominees

Set forth below are the ages, principal occupations, directorships within the past five years, and other details about each nominee. Ambassador Kennedy,Haley, who joinedhas been nominated for election as a new member of the Board in 2017,2019, was referred to the GON Committee by another independent director.

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ELECTION OF DIRECTORS (ITEM 1)

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ELECTION OF DIRECTORS (ITEM 1)

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ELECTION OF DIRECTORS (ITEM 1)

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ELECTION OF DIRECTORS (ITEM 1)

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ELECTION OF DIRECTORS (ITEM 1)

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ELECTION OF DIRECTORS (ITEM 1)

				THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR EACH OF THESE NOMINEES.

		20182019 Proxy Statement			11

CORPORATE GOVERNANCE

Our corporate governance materials, including our Corporate Governance Principles, the charters of each of the Board’s standing committees, our Director Independence Standards, and our codes of conduct for directors, finance employees, and all employees, may be viewed on our website at www.boeing.com/company/general-info/corporate-governance.page. The GON Committee regularly reviews our governance practices and policies and proposes appropriate modifications for adoption by the Board.

Director Independence

Board Independence

Our Corporate Governance Principles require that at least 75% of the Board satisfy the New York Stock Exchange, or NYSE, criteria for independence. For a director to be considered independent, the Board must determine, after consideration of all relevant facts and circumstances, that he or she has no material relationship with us other than as a director, either directly or as a partner, shareholder, or executive officer of another entity that has a relationship with Boeing. In addition, the Board has adopted Director Independence Standards to assist the Board in its assessment of director independence. These standards are designed to supplement the requirements of the NYSE listing standards. If a director or nominee has a relationship with Boeing that is not addressed in the Director Independence Standards, the members of the Board who have already been determined to be independent shall consider all relevant facts and circumstances and determine whether the relationship is material.

The Board has reviewed all direct and indirect relationships between Boeing and each of our directors and director nominees, and has determined that all of our directors and director nominees, other than Mr. Muilenburg, are independent. Accordingly, independent directors constitute more than 92% of our current Board. The Board made the same determination with respect to Randall L. Stephenson, who served on the Board until December 2017. In January 2009, Nortel Networks Corporation, for which Mr. Zafirovski served until August 2009 as Director, President and Chief Executive Officer, and subsidiary companies filed for bankruptcy. The Board has concluded that these events do not impair Mr. Zafirovski’s ability to continue to serve as an independent director.nominees.

Committee Independence

The Corporate Governance Principles require that all members of the Audit, GON, and Compensation Committees be independent, both under the Director Independence Standards and pursuant to any regulatory requirements. The Board has determined that all members of these committees satisfy all applicable independence requirements.

Leadership Structure

The GON Committee annually evaluates whether the Board’s leadership structure is appropriate to effectively address the unique needs of our business and the long-term interests of our shareholders, and makes recommendations to the Board concerning the Board’s leadership structure, including whether the roles of Chairman and CEO should be separated or combined. The Board, in accordance with ourBy-Laws, elects a Chairman from among the directors. The Board believes it is in the best interests of the Company and its shareholders for the Board to determine which director is best qualified to serve as Chairman in light of the circumstances at the time, rather than based on a fixed policy. As a result, the roles of Chairman and CEO have been split from time to time, while at other times the roles have been combined. In the event that the Chairman is not an independent director, our Corporate Governance Principles require that an independent Lead Director be elected on an annual basis by a majority of the independent directors following a recommendation from the GON Committee.

The formal duties of the independent Lead Director are as follows:

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CORPORATE GOVERNANCE

Kenneth Duberstein,David L. Calhoun, our independent Lead Director, performs the following additional duties:

Finally, the independent Lead Director also is responsible for performing any additional duties as the other independent directors may request—whether related to succession planning leadership (with respect to CEO succession and developing second- and third-level leaders), regularly scheduled meetings with the CEO, risk oversight, meeting with investors, or long-term enterprise strategy. Effective upon hisre-election to the Board at this year’s Annual Meeting of Shareholders, David Calhoun will serve as the Board’s independent Lead Director. The Board’s independent directors have determined that Mr. Calhoun is uniquely positioned to serve the Company in this role, in light of his prior demonstrated performance as a director and chair of the GON Committee, his extensive experience in senior business leadership, and his reputation for independence and integrity. In addition to Mr. Calhoun’s formal responsibilities as independent Lead Director, we expect Mr. Calhoun to continue to perform the additional duties set forth above.

The Board has determined that Dennis Muilenburg, our President and CEO, should also serve as Chairman of the Board at this time. Over his32-year33-year career at Boeing, Mr. Muilenburg has developed extensive knowledge of, and unrivaled experience in, Boeing and the aerospace industry. In addition, Mr. Muilenburg has demonstrated exceptional leadership abilities, unquestioned integrity, and the strategic vision necessary to create sustainable long-term value for our shareholders in an increasingly competitive marketplace. Meanwhile, our Board continues to includeincludes 12 independent directors, who collectively bring vast senior government and business leadership experience, aerospace expertise, and other critical skills, and each of whom individually has demonstrated the willingness to think and act independently on behalf of shareholders. Based on this combination of Mr. Calhoun’s demonstrated independent leadership; Mr. Muilenburg’s knowledge, experience, leadership, and integrity; and the independence, experience, and integrity of our other independent directors, the Board believes that the Board’s current leadership structure is in the best interests of our shareholders.

Shareholder Outreach

Boeing has long believed that the continued delivery of sustainable, long-term value to our shareholders requires regular dialogue with our shareholders. As a result, our management team participates in numerous investor meetings to discuss our business, strategy, and financial results each year. These meetings includein-person, telephone, and webcast engagements, as well as investor conferences and tours of certain Boeing facilities. In addition, during 2017,2018, we discussed governance, executive compensation, and many other issuesrelated matters with a substantial number of our shareholders, representing approximately 40% of our outstanding shares.holdings both large and small. We believe these meetings ensure that management and the Board are aware of our shareholders’ priorities and equipped to address them effectively. The Board considers feedback from these conversations during its deliberations. Indeed, feedback from shareholders has been incorporated in recent Board discussions on a variety of topics, including shareholder proposals, executive compensation, board refreshment, and proxy disclosures, often resulting in changes to our policies and practices.

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CORPORATE GOVERNANCE

Board Committees

The Board has five standing committees, each of which operates under a charter that has been approved by the Board. The Chair of each committee reviews and discusses the agendas and materials for meetings with senior management in advance of distribution to the other committee members, and reports to the Board on actions taken at each committee meeting. The Board also has established a Stock Plan Committee, to which the Compensation Committee has delegated the authority to approve certain limited stock issuances to employees other than executive officers. The table below sets forth the current membership of each of the standing committees, the independence of each director, and the number of meetings each committee held in 2017.2018.

Lead Director		Chair		Audit Committee Financial Expert		Member

Audit Committee

The Audit Committee oversees our independent auditor and accounting and internal control matters. Its principal responsibilities include oversight of:

At each meeting, representatives of Deloitte & Touche LLP, our independent registered public accounting firm, are present to review accounting, control, auditing, and financial reporting matters. In addition, during certain meetings, the Audit Committee meets in executive session with our Chief Financial Officer, General Counsel, Senior Vice President, Office of Internal Governance and Administration, Vice President, Corporate Audit, and representatives of Deloitte & Touche LLP. The Audit Committee also oversees key risks on behalf of the Board;Board including those particular responsibilities are set forth under “Risk Oversight” on page 16. The Audit Committee also prepares the Audit Committee Report included on page 48.51. The Audit Committee is composed entirely of directors who satisfy NYSE director independence standards and our Director Independence Standards, as well as additional independence standards applicable to audit committee

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CORPORATE GOVERNANCE

committee members established pursuant to applicable law. The Board has determined that each Audit Committee member is financially literate as defined by NYSE listing standards, and that Ms. Good and Messrs. Bradway, Kellner, and Williams are audit committee financial experts as defined by the rules of the Securities and Exchange Commission, or SEC.

Compensation Committee

The Compensation Committee oversees our executive and equity compensation programs. The Compensation Committee is composed entirely of directors who satisfy NYSE director independence standards and our Director Independence Standards, as well as additional independence standards applicable to compensation committee members established pursuant to applicable law. Additional information about the Compensation Committee, including a more detailed list of its principal responsibilities, is set forth under Compensation Discussion and Analysis, which begins“Governance ofPay-Setting Process” on page 23.33. In addition, certain of the Compensation Committee’s risk oversight responsibilities are set forth under “Risk Oversight” on page 16.

Finance Committee

The Finance Committee’s principal responsibilities include reviewing and, where appropriate, making recommendations to the Board with respect to:

In addition, the Finance Committee has key risk oversight responsibilities that are described under “Risk Oversight” on page 16. The Finance Committee is composed entirely of directors who satisfy NYSE director independence standards and our Director Independence Standards.

Governance, Organization and Nominating Committee

The GON Committee’s principal responsibilities include:

The GON Committee also oversees key risks on behalf of the Board, which areincluding those set forth below under “Risk Oversight” on page 16. From time to time, the GON Committee works with a third-party search firm to identify potential candidates to serve on the Board. The GON Committee is composed entirely of directors who satisfy NYSE director independence standards and our Director Independence Standards.

Special Programs Committee

The Special Programs Committee reviews Boeing’s work on classified U.S. government programs.

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CORPORATE GOVERNANCE

Risk Oversight

We believe taking calculated risks is a critical element of Boeing’s commitment to its customers and shareholders, as well as its mandate to be the best in aerospace and an enduring global industrial champion. However, we believe avoiding imprudent risks and mitigating the many strategic, technological, operational, and compliance risks we face every day is equally critical to Boeing’s long-term success. Senior management is responsible forday-to-day management of risk, including the creation of appropriate risk management policies and procedures. The Board is responsible for overseeing management in the execution of its risk management responsibilities and for assessing the Company’s approach to risk management. The Board regularly assesses significant risks to the Company in the course of reviews of corporate strategy and the development of our long-range business plan, including significant new development programs.

As part of its responsibilities, the Board and its standing committees also regularly review strategic, operational, financial, compensation, and compliance risks with senior management. Examples of risk oversight activities conducted by the Board’s Committees,committees, subject to Committeecommittee report-outs and full discussion at the Board level, are set forth below.

Audit Committee Risk Oversight

GON Committee Risk Oversight

Finance Committee Risk Oversight

Compensation Committee Risk Oversight

For more information on oversight of risks related to our compensation practices, see “Compensation and Risk” on page 36.37.

Additional information about the Board’s responsibilities related to the management of risk is set forth in our Corporate Governance Principles.

Director Retirement Policy

Our Corporate Governance Principles generally require that no director may serve if he or she would be 74 years of age or older at the time of election. In February 2018, the GON Committee recommended and the Board unanimously approved aone-time waiver of this policy in order to nominate Mr. Duberstein to the Board for an additionalone-year term. In reaching its decision, the Board considered Mr. Duberstein’s skills and experience, which are described on page 7, and that his continued service would facilitate a smooth transition in the independent leadership of the Board. Following the 2018 Annual Meeting of Shareholders, Mr. Duberstein will cease to serve as independent Lead Director. For additional information of the Board leadership structure, see “Leadership Structure” beginning on page 12.

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CORPORATE GOVERNANCE

Board Self-Evaluation

The Board and its standing committees perform thorough self-evaluations each year. These self-evaluations are overseen by the GON Committee and are designed to ensure that the Board functions effectively and identifies areas of potential improvement. In 2017,2018, these self-evaluations included the distribution of questionnaires to each director, wide-ranging Board and committee discussions in executive session led by the independent Lead Director or relevant committee chair, and opportunities for discussions between individual directors and the Corporate Secretary, the independent Lead Director, and/or any relevant committee chair. Topics covered by these self-evaluations included:

whether the structure of the Board and its committees is appropriate in light of the Company’s strategic objectives;

 

the Board’s effectiveness in overseeing and monitoring Boeing’s long-term strategy, including its long-range business plan;

 

the effectiveness of the Board’s oversight of key strategic, operational, and compliance risks;

 

the adequacy of the written materials and presentations prepared by management for the Board;

 

the quality of the Board’s deliberations, as well as whether there are adequate open lines of communication between directors and members of management;

 

whether executive sessions are held with the appropriate frequency and cover an appropriate range of topics;

the extent to which the mix of skills, attributes, and qualifications of the individual directors enable the Board to perform effectively; and

 

whether individual directors are prepared for each meeting and contribute substantively to the deliberations of the Board and any relevant committee.

Following these self-evaluations, the independent Lead Director and/or GON Committee chairChair discusses areas for potential improvement with the Board and/or relevant committees and, if necessary, identifies steps required to implement these improvements. The Board has made several changes to how it operates based on the results of recent self-evaluations, including additionaladding opportunities forone-on-one director interaction with senior management succession candidates, enhancedenhancing director orientation procedures, and increasedincreasing frequency of reviews of key risks such as cybersecurity.

Environmental Stewardship and Global Engagement

 

Environmental Stewardship

Since 2007, GHG decreased by 28% while aircraft deliveries increased by 66%8 Years EPA ENERGY STAR(R) Partner of the YearPer passenger mile, 737 MAX is as efcient as a hybrid-electric carTHE FUTURE IS BUILT HERE

Boeing’s commitment to innovation means more than just game-changing aerospace products and services. We extend that commitment to how we take care of the environment and engage with the communities in which we operate as well as the processes that govern our environmental strategy and policy. Boeing is pursuing innovation and leadership that will build a brighter, more sustainable future for our employees, customers, industry, and communities. Our strategy and actions reflect goals and priorities that address the most critical environmental challenges facing our company, customers, and industry. For a link to our 2017most recent Environment Report and additional information on the great progress we have made at improving the environmental performance of our products and services, as well as our operations, visit www.boeing.com/principles/environment.

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CORPORATE GOVERNANCE

Boeing Global Engagement

More than $1 BILLION ($1.7B to be exact) in Boeing community investments over the last 10 years. 291GRANTS targeting STEM and workforce development programs In 2018 : More than $55M in charitable grants to 443 nonprofits in 47 countriesIncludes $13M in support of veterans programsBoeing employees have contributed more than$190M+ to charitable causes over the last 5 years

Through purposeful community investments, employee engagement, and thoughtful advocacy efforts, Boeing and its employees support innovative partnerships and programs that align with our strategic objectives, create value, and help build better communities. Our holistic approachcommunities worldwide. First, we are committed to helping children and youth achieve their potential through educational enrichment and support programs that promote academic success, independence, and economic sustainability. Second, through hiring and employment programs as well as grants and volunteer activities, we help armed forces veterans and their families’ transition successfully into civilian life. Third, we believe that maintaining a local focus and flexibility to respond to local needs is vital to Boeing’s charitable giving includes not only monetary resources, but also investmentsinvestment and employee engagement strategy. As a result, we focus our expertise and employee volunteerism on issues that are of timeimportance to each site and talent to supportregion of the world our military and veteran communities, improve access to globally competitive learning and skills development, and create and sustain dynamic communities.company operates. For additional information, including a linkand to see how Boeing and its employees give their time, talent and resources in communities around the world, visit www.boeing.com/principles/global-engagement-summary.page and download our 2017most recent Global Engagement Portfolio, visit www.boeing.com/principles/global-engagement-summary.page.Portfolio.

Meeting Attendance

During 2017,2018, the Board held seven meetings. Each incumbent director nominee attended at least 90%87% of the meetings of the Board and the committees on which he or she served during 2017,2018, and average attendance at these meetings exceeded 97%. Absent extenuating circumstances, directors are required to attend our annual meetings of shareholders, and all then-servingbut one of the directors attended our 20172018 Annual Meeting.

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CORPORATE GOVERNANCE

respect to the compensation of our directors. Independent directors may not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us.

Our nonemployee director compensation program consists of cash (board, committee chair and lead director retainer fees) and retainer stock units. In addition, we match director contributions to eligiblenon-profit organizations, up to a maximum match of $31,000 per year. We also reimburse directors for travel and otherout-of-pocket expenses, if any, incurred in connection with their services, if any.services. Directors who are Boeing employees do not participate in the nonemployee director compensation program.

20172018 Director Compensation Table

The following table sets forth 20172018 compensation for each nonemployee director.

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CORPORATE GOVERNANCE

Cash Retainers

In 2017,2018, each of our nonemployee directors received an annual cash retainer fee of $135,000. We also pay the following additional annual retainer fees to directors serving in leadership positions: Lead Director $30,000, Audit Committee Chair $25,000, Compensation and GON Committee Chairs $20,000, and Finance Committee Chair $15,000. Based on analysis of director compensation trends among our peer group companies by Pay Governance, the GON Committee recommended and the Board approved, effective January 1, 2019, an increase in the Lead Director annual retainer fee to $35,000 and an increase in the Finance Committee Chair annual retainer fee to $20,000, in each case to more closely align with our peer group.

Our Deferred Compensation Plan for Directors gives nonemployee directors the opportunity to defer all or part of their cash compensation into a stock unit account as deferred stock units or an interest-bearing, cash-based account. Directors do not have the right to vote or transfer deferred stock units. Deferred stock units earn dividend equivalents, which are credited as additional deferred stock units, and will be distributed as shares of Boeing stock. Directors may elect to receive the distribution of shares in respect of these units in a lump sum or in annual payments over a maximum of 15 years beginning no earlier than the January following the year of the director’s termination of Board service. Directors elected to defer 20172018 cash compensation into deferred stock units as follows: $135,000 for 710409 units each for Ms. Good and Messrs. Bradway Stephenson, and Zafirovski; Mr. Calhoun, $148,342$175,110 for 771527 units; Mr. Collins, $155,000 for 815469 units; and Mr. Williams, $145,007$150,000 for 756454 units. Ambassador Schwab elected to defer $135,000 of her 20172018 cash compensation into an interest-bearing, cash-based account.

Retainer Stock Units

In 2017,2018, our nonemployee directors received equity compensation valued at $180,000 per year in the form of retainer stock units, which are distributed as shares of Boeing stock after termination of Board service. The Board believes that retainer stock units further align directors’ interests with the long-term interests of our shareholders. Each nonemployee director received an aggregate of 946545 retainer stock units during 2017, except for (1) Mr. Bradway, who

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CORPORATE GOVERNANCE

Related-Person Transactions

Some of our directors, executive officers, greater than 5% shareholders, and their immediate family members may be directors, officers, partners, employees, or shareholders of entities with which we do business in the ordinary course. We carry out transactions with these firms on customary terms, and, in many instances, our directors and executive officers may not have knowledge of them.

Policies and Procedures

We regularly review transactions with related persons, including sales, purchases, transfers of realty and personal property, services received or furnished, use of property and equipment by lease or otherwise, borrowings and lendings, guarantees, filings of consolidated tax returns, and employment arrangements. Under our policies and procedures, related persons include our executive officers, directors, director nominees and holders of more than 5% of our stock, as well as their immediate family members. Any findings are furnished to the Vice President, Accounting and Financial Reporting, who reviews potential related-person transactions for materiality and evaluates the need for disclosure under SEC rules.

In addition, the GON Committee assesses possible conflicts of interest of directors and executive officers, and considers for review and approval or ratification any transaction or proposed transaction required to be disclosed under SEC rules in which Boeing is or is to be a participant and the amount involved exceeds $120,000, and in which a director, director nominee, executive officer, or an immediate family member of such persons has or will have an interest.

Executive officers are also subject to our policies and procedures applicable to all employees, which require them to disclose potential conflicts of interest and us to conduct reviews and make determinations with respect to specified transactions. Our Vice President, Ethics and Business Conduct, oversees these reviews and determinations, and refers to the GON Committee for review and approval or ratification possible conflicts of interest involving executive officers.

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CORPORATE GOVERNANCE

The Vanguard Group, or Vanguard, is a beneficial holder of more than 5% of our outstanding common stock according to Amendment No. 34 to a Schedule 13G filed by Vanguard with the SEC on February 8, 2018.11, 2019. Vanguard received an aggregate of approximately $348,000$452,000 for management fees in 20172018 from certain of our subsidiary retirement plans and a trust that funds a portion of our health and welfare plans.

From time to time, we may enter into customary relationships and/or purchase services in the ordinary course of business from one or more of the financial institutions named above and/or their respective affiliates.

Steven Caret has been employed by us since 2004, and is the husband of Leanne Caret, who became an executive officer in 2016. His compensation was established in accordance with our employment and compensation practices applicable to employees with equivalent qualifications, experience, and responsibilities. Mr. Caret’s 20172018 compensation was approximately $231,000.$261,000. He is also eligible to participate in our employee benefit programs on the same basis as other eligible employees.

Philip Musser was hired by Boeing as Senior Vice President, Communications on September 25, 2017. Prior to joining Boeing, Mr. Musser served as Chairman and CEO of IMGE, a digital firm, and President of New Frontier Strategy, a strategic communication and public relations firm. Boeing had engaged both IMGE and New Frontier Strategy before hiring Mr. Musser, and paid IMGE approximately $1.1 million for online media campaigns, digital strategy consulting, and the placement of advertisements during 2017. Boeing also retained New Frontier Strategy and paid approximately $219,000 for various consulting services during 2017.

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APPROVE, ON AN ADVISORY BASIS, NAMED

EXECUTIVE OFFICER COMPENSATION (ITEM 2)

PROPOSAL SUMMARY

Shareholders are being asked to approve, on an advisory basis, the compensation of the named executive officers as set forth under the heading “Compensation Discussion and Analysis.”

		The Board recommends that you vote FOR the resolution approving named executive officer compensation.

20172018 was a very strong year for Boeing, with record revenues, operating earnings, operating margins, earnings per share, operating cash flow, and commercial aircraft deliveries. Our shareholders shared in this success, as evidenced by our Dow Jones Industrial Average-leading total shareholder returns during 2015-2017 (147.3%2016-2018 (141.8%) and 2013-2017 (345.3%2014-2018 (168.8%). Our executive compensation program is designed to reward strong performance, attract and retain superior leaders, and align our executives’ interests with the long-term interests of our shareholders. Our Compensation Discussion and Analysis describes how our named executive compensation programofficers are compensated in detail, highlights of which includeincluding the following:

Pay for Performance

Alignment with Shareholder Interests

Responsible Pay Practices

We believe that our executive compensation program plays a key role in driving Boeing’s long-term performance, as evidenced by Boeing’s recent strong financial and operating results. In future years, we expect to continue to reward executives who deliver strong results by tying compensation to demonstrated individual and Company performance.

In 2017,2018, our shareholders approved the compensation of our named executive officers with a FOR vote of 95%93%. This year, we once again request your vote supporting the following nonbinding resolution:

RESOLVED: That the compensation paid to the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

				THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Principal Components of Named Executive Officer Compensation

Base Salary (10% of CEO's target compensation) Salary levels based on skills, experience, and demonstrated performance Target levels of incentive compensation based on percentage of base salary Annual Incentive (17% of CEO's target compensation) 100% performance-based Ensures that significant portion of annual compensation is at risk Performance metrics designed to drive sustainable growth Long-Term Incentive (73% of CEO's target compensation) Designed to drive sustained business performance, encourage retention, and align executives' interests with shareholders' long-term interests Performance awards (50%) are payable in stock or cash to the extent Company performance targets are met Performance-based restricted stock units (25%), or PBRSUs, are earned based on total shareholder return, or TSR, relative to peer companies Restricted stock units (25%) vest after three years

Performance Measures Driving 20172018 Compensation

2018 Revenue* 2018 Free Cash Flow* 2018 Core Earnings Per Share* $100.8B Target of $97.0B $13.6B Target of $12.8B $15.51 Target of $14.00 Annual Incentive Payout of 166%, subject to individual performance 2016-2018 Economic Profit* 2016-2018 Total Shareholder Return Ranking Among Peers $17.8B 147% of Target Performance Award Payout #1 of 22 Maximum Payout under PBRSUs

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COMPENSATION DISCUSSION AND ANALYSIS

Opportunities for Shareholder Feedback

The Board and the Compensation Committee continue to encourage shareholder feedback, and executive compensation remains a key focus area in our year-round discussions with shareholders. In those discussions, investors told us that Boeing’s pay practices andpay-for-performance strategy appear strongly aligned with shareholder interests. Additional information on our shareholder engagement program is set forth under “Shareholder Outreach” on page 13.

Shareholders have also been supportive of recentpast enhancements to our executive compensation program, including:

In 2017,2018, our executive compensation program received 95%93% approval from our shareholders. The favorable shareholder vote and positive feedback from investors were two factors that contributed to the Compensation Committee’s decision to refrain from makingmake no substantial changes to our compensation practices and policies in 2017.2018. The Compensation Committee will continue to considersay-on-pay vote results and feedback from shareholders when reviewing our executive compensation programs and practices.

Program Objectives

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COMPENSATION DISCUSSION AND ANALYSIS

Program Design and Principal Elements

What We Do
		Vast majority of pay is performance-based
		Multiple performance metrics
		Rigorous stock ownership requirements
		Robust clawback policy
		Benchmark target pay to median of a peer group developed using appropriate criteria
		Active engagement with shareholders
		Challenging performance targets
		Stock holding requirements
			Limited perquisites
		Independent compensation consultant reports directly to Compensation Committee

 

What We Don’t Do
		No payouts for below-threshold performance
		No accelerated vesting of equity awards solely in connection with a change in control
		No tax gross-ups, other than for certain relocation expenses
		No employment agreements (except where required bynon-U.S. local law)
		No change-in-control arrangements
		No pledging or hedging of Boeing stock
		No uncapped incentive awards
		No excessive perquisites

20172018 Target Compensation

We design our executive compensation program to attract and retain the talent needed to achieve our business and financiallong-term strategic objectives, reward executives who achieve those objectives, and align executives’ interests with the long-term interests of our shareholders. The Compensation Committee reviews our executive compensation program on at least an annual basis and, with the assistance of its independent compensation consultant, compares our executive compensation practices to those of our peers. Individual executive pay is generally benchmarked against the median of our peer group, but actual target pay also takes into account job requirements, the executive’s experience and performance, and business needs.the evolving needs of the business.

The table below sets forth our 20172018 NEOs, with their target compensation elements and target total compensation based on their base salary as of December 31, 2017.2018. In each case, target amounts are those amounts that would have been earned had the Company and the executive achieved target performance levels set by the Compensation Committee. The 20172018 Target Long-Term Incentive Compensation column reflects target award values of all awards under our long-term incentive program, which consists of performance awards, PBRSUs, and RSUs. Target value of actual incentive awards may differ from these amounts due to changes in base salary during the year. In addition, the long-term incentive targets set forth below do not reflect the impact of the executive’s individual performance score. For additional information on how long-term incentive awards are calculated, see “Mix of Pay—Long-Term Incentive Program” beginning on page 31.