Business Context and Reporting Period
This Form 8-K Current Report was filed by The Boeing Company on June 8, 2009. The filing addresses corporate governance changes, specifically the election of a new director and an amendment to the Company's By-Laws.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and does not contain financial performance data.
Material Changes
- Director Election: The Board of Directors elected David L. Calhoun, Chairman and CEO of The Nielsen Company B.V., as a new director effective June 8, 2009.
- Committee Assignments: Mr. Calhoun will serve on the Audit Committee and the Finance Committee.
- By-Law Amendment: The Board approved an amendment to Article II, Section 1 of the By-Laws to increase the number of directors from nine to ten.
Guidance, Outlook, and Compensation
Mr. Calhoun will be proposed to shareholders for reelection at the 2010 Annual Meeting. There are no related person transactions or special arrangements regarding his selection. His compensation aligns with the standard program for nonemployee directors:
- Cash Retainer: $100,000 per year.
- Stock Units: A grant of retainer stock units equal in number to shares purchasable with $130,000 per year.
- Expenses: Reimbursement for actual travel and out-of-pocket expenses.
Key Facts for Investor Verification
- Confirmation of the Board size increase from nine to ten directors.
- David L. Calhoun's specific committee assignments (Audit and Finance).
- Verification of the standard nonemployee director compensation structure ($100,000 cash + $130,000 equivalent in stock units).
- Review of the attached press release (Exhibit 99.1) for additional context on the appointment.