Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

March 13, 2008

Date of Report (Date of earliest event reported)

The Boeing Company

(Exact Name of Registrant as Specified in Charter)

 

Delaware   1-442   91-0425694

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

100 N. Riverside, Chicago, IL   60606-1596
(Address of Principal Executive Offices)   (Zip Code)

(312) 544-2000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On March 13, 2008, The Boeing Company (the “Company”) and W. James McNerney, Jr. (“Mr. McNerney”) entered into an amended and restated Executive Employment Agreement (the “Amended Executive Employment Agreement”) dated as of March 13, 2008 and effective January 1, 2008 to conform the employment agreement between the Company and Mr. McNerney dated as of June 29, 2005 to the requirements of final regulations and transitional guidance promulgated under Section 409A of the Internal Revenue Code of 1986, as amended.

The foregoing description of the Amended Executive Employment Agreement is qualified in its entirety by reference to that agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

10.1    Amended and Restated Executive Employment Agreement dated as of March 13, 2008 and effective January 1, 2008.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

THE BOEING COMPANY
By:   /s/ Michael F. Lohr
 

Michael F. Lohr

Vice President, Corporate Secretary and Assistant

General Counsel

Dated: March 18, 2008


INDEX TO EXHIBITS

 

Exhibit
Number

  

Description

10.1    Amended and Restated Executive Employment Agreement dated as of March 13, 2008 and effective January 1, 2008.