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 ACTOF 1934

February 24, 2014

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 No.)	(I.R.S. Employer Identification Number)

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:

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

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

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

o 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.

On February 24, 2014, the Board of Directors of The Boeing Company (the “Company”) appointed Robert E. Verbeck to serve as Vice President of Finance and Corporate Controller effective April 1, 2014.  Mr. Verbeck will also serve as the Company’s chief accounting officer.  In this role, Mr. Verbeck will replace Diana L. Sands, who beginning April 1, 2014, will serve as the Company’s Senior Vice President, Office of Internal Governance.  As described in the press release furnished herewith as Exhibit 99.1, Ms. Sands will replace Wanda Denson-Low, current Senior Vice President, Office of Internal Governance, who has announced her intention to retire. 

Mr. Verbeck, 55, has served as Vice President and Chief Financial Officer of Boeing Defense, Space & Security since January 2011.  Prior to that, he served as Chief Financial Officer of Boeing Military Aircraft from January 2009 to December 2010, and as Controller of Boeing Defense, Space & Security from January 2005 to December 2008.  Mr. Verbeck will receive salary, bonus and equity awards, and will participate in other benefit and compensation plans, at a level consistent with his seniority and scope of responsibility. The Company has not entered into or materially amended a material compensatory arrangement and has not granted or materially amended a material award in connection with this appointment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Press Release dated February 28, 2014

SIGNATURE

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, Assistant General Counsel and Corporate Secretary
Dated: February 28, 2014

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated February 28, 2014

EX-99.1

Exhibit 99.1

	News Release
	Boeing Corporate Offices 100 North Riverside Chicago, IL 60540 www.boeing.com

Boeing Senior Vice President Denson-Low Announces Retirement

• Sands elected to lead Office of Internal Governance

• Verbeck appointed corporate controller; Caret to become chief financial officer of Defense, Space & Security business

CHICAGO, Feb. 28, 2014 – Boeing Senior Vice President Wanda Denson-Low has announced her plans to retire from the company June 2 after serving on the company’s executive council and leading the Office of Internal Governance for the past seven years.

Diana L. Sands, vice president, Finance, and corporate controller, has been elected to replace Denson-Low as senior vice president, Office of Internal Governance, effective April 1. Leadership of the Office of Internal Governance includes responsibility for the advancement and effective implementation of the company's internal governance policies and plans, as well as management oversight for Corporate Audit; Ethics and Business Conduct, and Global Trade Controls. She will also have responsibility for all other related regulatory and compliance matters and will serve on the company’s executive council, reporting to Boeing Chairman and CEO Jim McNerney.

Robert E. Verbeck, vice president and chief financial officer of Boeing Defense, Space & Security, has been appointed vice president, Finance, and corporate controller, replacing Sands, also effective April 1. Leanne Caret will replace Verbeck as vice president and chief financial officer for Defense, Space & Security, where she is now vice president and general manager, Vertical Lift. Both will report to Boeing Executive Vice President and Chief Financial Officer Greg Smith.

Denson-Low, 57, also served in senior legal and human resources leadership positions during her 30-year career in aerospace. She was vice president and general counsel for Hughes Space and Communications when it was acquired by Boeing in 2000.

“As a result of Wanda’s leadership, we have a stronger, more disciplined and relevant ethics and compliance program with robust practices in global trade controls, audit and compliance risk management,” said McNerney, noting that during her tenure, the company successfully closed out a number of past issues. “The enterprise-wide ethics program she advanced continues to shape our open culture of employee engagement tied to strong business performance,” he added.

Sands, 48, was appointed controller in 2012. She previously led Boeing investor relations and financial planning and analysis and held key company positions in corporate treasury and other finance areas. She joined Boeing in 2001 from General Motors and has worked in finance at Ameritech, Helene Curtis and Arthur Andersen. She will continue to be based in Chicago.

“Diana is a highly effective leader with a demonstrated track record of driving business performance while improving controls, compliance and transparency throughout the enterprise,” McNerney said. “She brings in-depth knowledge of Boeing, a diverse set of experiences and strong business skills to her new role.”

Verbeck, 55, was appointed CFO of Defense, Space & Security in 2011 after holding senior leadership roles at each of its operating units. As corporate controller based in Chicago, he will lead the company’s accounting function and be responsible for ensuring Boeing’s financial disclosures and regulatory compliance are timely, transparent and efficient. He will also be a corporate officer and the company’s principal interface with the board of directors’ audit committee.

Caret, 47, moves to her new role in St. Louis from Philadelphia, where she was responsible for business growth and program execution on the company’s portfolio of cargo, tilt-rotor and attack rotorcraft. She spent nearly a decade in finance before progressing through senior program management roles on military aircraft programs. As Defense, Space & Security CFO, she will be responsible for all financial activities, including planning and analysis, accounting, estimating, contracts and pricing, rate forecasting, procurement financial analysis, financial operations and earned value management compliance.

Contact:

John Dern

Boeing Corporate Offices

Office: 312-544-2002

john.dern@boeing.com