The Boeing Company (BA) Proxy Filing summary

Executive summary

• Achieved significant progress in stabilizing operations, culture transformation, and growth, with a focus on safety and quality, including delivering 600 commercial aircraft and winning major defense contracts.

• Completed the acquisition of Spirit AeroSystems and divested portions of the digital aviation solutions business to strengthen the balance sheet and supply chain.

• Board actively oversees culture transformation, with new Values and Behaviors, performance management, and leadership development programs.

• Shareholder engagement addressed risk oversight, safety, culture, succession, compensation, and board composition.

Voting matters and shareholder proposals

• Shareholders to vote on election of 12 directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and two shareholder proposals (disability access committee and action by written consent).

• Board recommends voting for all director nominees, executive compensation, and auditor ratification; recommends against both shareholder proposals.

Board of directors and corporate governance

• Board comprises 12 nominees, 11 of whom are independent, with diverse expertise in aerospace, safety, engineering, finance, and risk management.

• Board refreshment ongoing, with 10 new independent directors since 2019 and robust evaluation and succession planning processes.

• Board committees (Aerospace Safety, Audit, Compensation, Finance, GPP, Special Programs) are fully independent and oversee key risks.

• Board and committee meetings had over 96% attendance in 2025.

• Comprehensive annual board and director evaluations, mandatory retirement policy, and strong codes of conduct.