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 5, 2015

Date of Report (Date of earliest event reported)

The Boeing Company

(Exact name of registrant as specified in its 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 5, 2015, Linda Z. Cook informed The Boeing Company (the “Company”) of her decision not to stand for re-election at the Company's 2015 annual meeting of shareholders on April 27, 2015. Ms. Cook's resignation is not due to any disagreement with the Company on any matter relating to its operations, policies or practices. The Company's press release announcing Ms. Cook's decision is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit Number	Description
	99.1	Press Release dated February 10, 2015, furnished herewith

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 10, 2015

EX-99.1

		Exhibit 99.1
	News Release
	Boeing Corporate Offices 100 N. Riverside Chicago, IL 60606 www.boeing.com

Boeing Director Cook to Step Down from Board

CHICAGO, Feb. 10, 2015 - The Boeing (NYSE: BA) board of directors has regretfully acknowledged a decision by Linda Z. Cook to not stand for reelection when her current term ends in April.

Cook last July became a managing director at EIG Global Energy Partners and was appointed chief executive officer of Harbour Energy Ltd., a newly formed EIG company.

Boeing Chairman and Chief Executive Officer Jim McNerney called Cook a “model director” who has played a leadership role on Boeing’s board with four committee assignments over 11 years. “She is passionate about the company and deeply engaged in the details of our business,” McNerney said, noting Boeing has benefitted from Cook’s strategic, global perspectives and deep understanding of and interest in the company’s financial performance.

“We thank Linda for her exemplary service, and we wish her all the best in her leadership role at Harbour Energy,” McNerney added.

Cook, 56, joined the Boeing board in 2003. She serves on the audit committee and chairs the finance committee.

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Contact:

John Dern

Boeing Corporate Offices

312-544-2002