Spirit AeroSystems (SPR) Proxy Filing summary

Executive summary

• Spirit AeroSystems entered into a definitive merger agreement with The Boeing Company, under which Spirit will become a wholly owned subsidiary of Boeing through a stock-for-stock transaction, subject to shareholder and regulatory approvals.

• Each share of Spirit common stock will be converted into a variable number of Boeing shares, with an exchange ratio based on Boeing's 15-day volume weighted average price prior to closing, subject to a collar mechanism.

• The implied value per Spirit share is $37.25 if Boeing's stock price is between $149.00 and $206.94, with the exchange ratio fixed at 0.2500 below $149.00 and 0.1800 above $206.94.

• The merger is expected to close in mid-2025, pending regulatory approvals, Spirit shareholder approval, and other customary closing conditions.

• Spirit will hold a special virtual shareholder meeting on January 31, 2025, to vote on the merger and related proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the merger agreement, (2) an advisory vote on compensation for named executive officers in connection with the merger, and (3) approval of adjournment of the meeting if more votes are needed.

• The board unanimously recommends voting FOR all proposals.

• Approval of the merger requires a majority of outstanding Spirit shares; the advisory compensation and adjournment proposals require a majority of votes cast.

• No appraisal rights are available to Spirit shareholders in connection with the merger.

Board of directors and corporate governance

• The Spirit board unanimously approved the merger, determined it to be in the best interests of shareholders, and directed it be submitted for shareholder approval.

• After the merger, Spirit will be delisted from the NYSE and cease to be publicly traded.

• The directors and executive officers of Boeing are expected to continue in their current positions post-merger, with recent appointments to the Boeing board and executive team noted.