Washington, D.C. 20549




(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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¨ Definitive Proxy Statement
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¨ Soliciting Material Pursuant to §240.14a-12


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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 27, 2015.









MC 5003-1001

CHICAGO, IL 60606-1596

Meeting Information
For Shareholders as of the close of business on: February 26, 2015
Date:  April 27, 2015        Time:  9:00 A.M. CDT
Location: The Field Museum
1400 South Lake Shore Drive
Chicago, Illinois 60605-2496
NEW Meeting Admission Policy: If you would like to attend the Annual Meeting, you must obtain an admission ticket by registering no later than April 20, 2015, as described in more detail in the Proxy Statement.

You are receiving this communication because you hold common stock of The Boeing Company.

This is not a ballot. You cannot use this notice to vote. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at or by scanning the QR code on the reverse side, or you may request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain proxy materials and voting instructions.


Before You Vote

How to Access the Proxy Materials



Proxy Materials Available to VIEW Online or RECEIVE in Paper or Electronic Form:


Notice of The Boeing Company’s 2015 Annual Meeting of Shareholders and Proxy Statement and the Annual Report for the year-ended December 31, 2014


How to View Online:


Have the 16-digit number that is printed in the box marked by the arrow LOGO (located on the following page) and visit, or use your smartphone to scan the QR code below.


How to Request and Receive a PAPER or E-MAIL Copy:


If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge for requesting a copy. Shareholders may also request paper or e-mail copies of the proxy materials for all future meetings. Please choose one of the following methods to make your request:

                                      1) BY INTERNET:  
                                      2) BY TELEPHONE:     1-800-579-1639  
                                      3) BY E-MAIL*:     

*  If requesting materials by e-mail, please send a blank e-mail with the 16-digit number that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 13, 2015 to facilitate timely delivery.


How To Vote

Please Choose One of the Following Voting Methods








Vote By Internet: Go to or scan the QR code above using your smartphone. Have the 16-digit number that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.





Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.





Vote In Person: You may choose to attend and vote in person at the Annual Meeting of Shareholders. A ballot will be provided to shareholders of record who attend the Meeting and wish to vote in person. You must obtain an admission ticket in advance. Instructions for registering to attend the meeting are included below. Please refer to the Proxy Statement available online for other admission requirements, as well as directions on how to get to the meeting location.



New Meeting Admission Policy: In order to attend the meeting, you must obtain an admission ticket by registering no later than April 20, 2015. Click the “shareholder meeting registration” link at to register. If you do not have access to the internet you can register by calling 1-866-232-3037.


Deadline to Vote By Internet: Your internet vote must be received by 10:59 p.m. CDT on Sunday, April 26, 2015.



Voting Items

The Board of Directors recommends you vote FOR the following 10 director nominees:


  1. Election of Directors


  1a. David L. Calhoun


  1b. Arthur D. Collins, Jr.


  1c. Kenneth M. Duberstein


  1d. Edmund P. Giambastiani, Jr.


  1e. Lawrence W. Kellner


  1f. Edward M. Liddy


  1g. W. James McNerney, Jr.


  1h. Susan C. Schwab


  1i. Ronald A. Williams


  1j. Mike S. Zafirovski


COMPANY PROPOSALS: The Board of Directors recommends you vote FOR proposals 2 and 3.


2. Approve, on an Advisory Basis, Named Executive Officer Compensation.


3. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2015.

SHAREHOLDER PROPOSALS: The Board of Directors recommends you vote AGAINST proposals 4, 5, 6 and 7.


4. Amend Existing Clawback Policy.


5. Independent Board Chairman.


6. Right to Act by Written Consent.


7. Further Report on Lobbying Activities.

Note: In their discretion, the proxies are authorized to vote on such other matters that may properly come before the 2015 Annual Meeting of Shareholders or any adjournment or postponement thereof.