Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously disclosed, on January 10, 2020, the Board of Directors (the "Board") of The Boeing Company (the "Company") determined that David L. Calhoun, President and Chief Executive Officer, would, in connection with his hiring, be eligible to receive (i) an award of restricted stock units ("RSUs") valued at $10 million subject to a three-year vesting period (the "Supplemental RSU Award") and (ii) an award of performance-based RSUs valued at approximately $7 million which would be earned only upon continued employment and the achievement of several key business milestones, including full safe return to service of the 737 MAX (the "Performance-Based Award" and, together with the Supplemental RSU Award, the "Awards").

On February 23, 2020, the Compensation Committee approved the Awards. The Supplemental RSU Award, which consists of 31,345 RSUs, and the Performance-Based Award, which consists of 21,988 RSUs, are subject to the terms and conditions set forth in The Boeing Company 2003 Incentive Plan and the relevant notice of terms.

In addition, the Performance-Based Award is scheduled to vest, at the earliest, 50% after two years of service as CEO and 50% after three years as CEO. However, in no event will either installment of the Performance-Based Award vest unless and until all of performance goals set forth below are certified by the Compensation Committee to have been substantially achieved. If the performance goals are not substantially achieved by December 31, 2023, the Performance-Based Award will be forfeited in its entirety. The performance goals are:



    1.  Safe return to service of the 737 MAX, including worldwide regulatory
        clearance, return to commercial service of grounded 737 MAX aircraft, and
        delivery of 737 MAX aircraft manufactured during the grounding;


    2.  Strengthen engineering in accordance with the recommendations of the
        Board's Committee on Airplane Policies and Processes;


  3. Successful 777X entry into service and ramp-up of production and deliveries;


  4. Successful Starliner crewed flight;


    5.  Achievement of key T-7A, MQ-25, and VC-25B milestones and KC-46 production
        stabilization;


    6.  Successful execution of the Board's long-range business plan objectives
        for Boeing Global Services established in 2020; and


    7.  Achievement of closing and post-closing milestones for Embraer joint
        ventures, assuming regulatory approval.

The Awards are also subject to the Company's enhanced clawback policy that applies to instances of misconduct that compromise the safety of the Company's products or services.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On February 24, 2020, the Board adopted an amendment to Article II, Section 1 of the Company's By-Laws to decrease the number of directors from fourteen to thirteen. A copy of the amended and restated By-Laws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 8.01. Other Events.

On February 24, 2020, the Company issued a press release announcing that the Board of Directors has nominated Akhil Johri and Steven M. Mollenkopf for election as directors at the Company's 2020 Annual Meeting of Shareholders (the "Annual Meeting"). The Company further indicated in this release that current directors Edward M. Liddy and Mike S. Zafirovski would not stand for re-election at the Annual Meeting. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
 Number          Description

    3.2            Bylaws of The Boeing Company, as amended and restated effective
                 February 24, 2020

   10.1            Notice of Terms of Supplemental Restricted Stock Units, dated
                 February 24, 2020

   10.2            Notice of Terms of Supplemental Performance-Based Restricted Stock
                 Units, dated February 24, 2020

   99.1            Press Release dated February 24, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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