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



On June 28, 2022, the Board of Directors (the "Board") of The Boeing Company
(the "Company") adopted the following amendments to the Company's By-Laws (the
"By-Laws"):
a.align the treatment of broker non-votes to the default set forth in Section
216(2) of the Delaware General Corporation Law (Article I, Section 6);
b.specify that the Chair of the Board shall be independent as is already
required by the Company's Corporate Governance Principles (Article V, Section
1);
c.provide a mechanism for officers to resign without requiring Board action
(Article IV, Section 5);
d.change the notice provision from Chicago, IL to Arlington, VA (Article I,
Section 12); and
e.remove the requirement to make a shareholder list available during annual
meetings of shareholders (Article I, Section 9.4).

The Board also adopted certain additional nonsubstantive changes to the By-Laws. The foregoing summary of the amendments to the By-Laws is subject to, and qualified in its entirety by, the By-Laws, as amended and restated on June 28, 2022, a copy of which is filed as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.
    Exhibit
    Number            Description

                        By-Laws of The Boeing Company, as amended and restated, effective August
3.2                       28    , 20    22

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

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