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

Date of Report (Date of Earliest Event Reported): March 25, 2022

 

THE BOEING COMPANY

(Exact name of registrant as specified in its charter)

1-442

 Commission file number

 

Delaware			91-0425694
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
100 N. Riverside Plaza,	Chicago,	IL	60606-1596
(Address of principal executive offices)			(Zip Code)

(312)	544-2000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $5.00 Par Value	BA	New York Stock Exchange

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On March 28, 2022, The Boeing Company (“Boeing”) announced that Leanne G. Caret, Executive Vice President, President and Chief Executive Officer, Boeing Defense, Space & Security, will retire from Boeing later this year. Effective April 1, 2022 (the “Effective Date”), Ms. Caret will serve as Executive Vice President and Senior Advisor to the Chief Executive Officer.

In connection with Ms. Caret’s retirement, Boeing’s Board of Directors (the “Board”) elected Theodore Colbert III, who currently serves as Executive Vice President, President and Chief Executive Officer of Boeing Global Services, to replace Ms. Caret as President and Chief Executive Officer, Boeing Defense, Space & Security as of the Effective Date. Related to his new role, the Board approved an annual salary of $1,000,000 and an annual incentive target of $1,000,000 for Mr. Colbert.

In addition, the Board elected Stephanie F. Pope to replace Mr. Colbert as Executive Vice President, President and Chief Executive Officer of Boeing Global Services as of the Effective Date. Ms. Pope will receive salary, bonus and equity awards, and will participate in other benefit and compensation plans, at levels consistent with her seniority and scope of responsibility.

A copy of Boeing’s press release with respect to the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release
104	104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ John C. Demers
	John C. Demers
	Vice President, Assistant General Counsel and Corporate Secretary
Dated: March 28, 2022

EX-99.1

Exhibit 99.1

Boeing Announces Senior Leadership Updates

–Leanne Caret to retire; Ted Colbert named president and CEO, Boeing Defense, Space & Security

–Stephanie Pope named president and CEO, Boeing Global Services

CHICAGO, March 28, 2022 – Boeing [NYSE: BA] today announced Ted Colbert as president and chief executive officer of its Defense, Space and Security business. Colbert succeeds Leanne Caret who is retiring following nearly 35 years of exceptional service with The Boeing Company. Stephanie Pope has been appointed as president and CEO of Boeing Global Services (BGS), succeeding Colbert.

“We are grateful for Leanne’s dedicated service and I’d like to thank her for her outstanding contributions to our industry, our customers, our company and our employees over her extraordinary career at Boeing,” said Dave Calhoun, Boeing President and CEO.

As president and CEO of Boeing Defense, Space and Security (BDS), Colbert will oversee all aspects of the company’s business unit that provides technology, products and solutions for defense, government, space, intelligence, and security customers worldwide. BDS had 2021 revenue of $26 billion.

“Throughout his career, Ted Colbert has consistently brought technical excellence and strong and innovative leadership to every position he has held,” said Calhoun. “Under his leadership, BGS has assembled an excellent leadership team focused on delivering safe and high-quality services for our defense and commercial customers. His leadership track record and current experience supporting the defense services portfolio ideally position Ted to lead BDS.”

As president and CEO of Boeing Global Services, Pope, who is currently Boeing Commercial Airplanes chief financial officer, will lead the company’s business unit that provides aerospace services for commercial, government and aviation industry customers worldwide, focused on global supply chain and parts distribution, aircraft modifications and maintenance, digital solutions, aftermarket engineering, analytics and training. BGS had 2021 revenue of $16 billion. Prior to her assignment as BCA CFO, Pope was chief financial officer of BGS and was part of the business when it was established in 2017.

“Stephanie brings decades of wide-ranging business and financial leadership to her new role,” said Calhoun. “Given her significant experience in all aspects of BGS, Stephanie’s deep understanding of the global services portfolio since its inception and the needs of BGS customers will help accelerate this meaningful business.”

Colbert and Pope’s new assignments will be effective April 1. Until her retirement later this year, Caret will serve as executive vice president and senior advisor to the CEO, reporting to Calhoun, to support the leadership transition, business continuity and critical talent acquisition efforts.

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Ted Colbert Biography

Ted Colbert joined Boeing in 2009 and has been serving as president and CEO of Boeing Global Services, where he has been responsible for leading the company’s aerospace services development and delivery model for commercial, government and aviation industry customers worldwide, focusing on global supply chain and parts distribution, aircraft modifications and maintenance, digital solutions, aftermarket engineering, analytics and training. Prior to that role, he served as chief information officer (CIO) and senior vice president of Information Technology & Data Analytics. In 2022, The Black Engineer of the Year Awards (BEYA) named Colbert Black Engineer of the Year, the organization’s top honor. Colbert completed the Dual Degree Engineering Program at the Georgia Institute of Technology and Morehouse College with degrees in Industrial and Systems Engineering and Interdisciplinary Science.

Stephanie Pope Biography

Stephanie Pope has been serving as vice president and chief financial officer of Boeing Commercial Airplanes, where she has overseen the Finance organization, with responsibility for the financial management and strategic and long-range business planning at the business unit. Previously, Pope was vice president and chief financial officer of Boeing Global Services, overseeing all financial activities for the business unit since its founding in 2017. In more than two decades of service at Boeing, Pope has held a number of leadership positions of increasing responsibility at the business units, within programs and at the corporate level.

Leanne Caret Biography

Leanne Caret has served as president and chief executive officer of Boeing Defense, Space & Security (BDS) since 2016. Caret is a second-generation Boeing employee who started working for the company in 1988. Prior to her role overseeing BDS, she was president of the company’s Global Services & Support organization, BDS chief financial officer, vice president and general manager of Vertical Lift, vice president of H-47 Programs, and general manager of Global Transport & Executive Systems. Fortune magazine named her to its Most Powerful Women list in 2021 for the fifth consecutive year. In addition to being a 2019 inductee of the Women in Aviation International Pioneer Hall of Fame, Caret is a fellow of the Royal Aeronautical Society and an associate fellow of the American Institute of Aeronautics and Astronautics.

As a leading global aerospace company, Boeing develops, manufactures and services commercial airplanes, defense products and space systems for customers in more than 150 countries. As a top U.S. exporter, the company leverages the talents of a global supplier base to advance economic opportunity, sustainability and community impact. Boeing’s diverse team is committed to innovating for the future and living the company’s core values of safety, quality and integrity. Learn more at www.boeing.com.

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Contact

Boeing Communications

media@boeing.com

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XML

Cover Cover	Mar. 25, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 25, 2022
Entity Registrant Name	BOEING CO
Entity File Number	1-442
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	91-0425694
Entity Address, Address Line One	100 N. Riverside Plaza,
Entity Address, City or Town	Chicago,
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606-1596
City Area Code	(312)
Local Phone Number	544-2000
Title of 12(b) Security	Common Stock, $5.00 Par Value
Trading Symbol	BA
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000012927