-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DKEdKy/gmEvPZ8wJwDadbBHTiQdWDIw0amP1Z6UtpDS/Bvkr7dhfYU1Y7HTqXwAG 5RPsb1tr13zPwhkw4/WgpA== 0001137638-07-000093.txt : 20070510 0001137638-07-000093.hdr.sgml : 20070510 20070510152258 ACCESSION NUMBER: 0001137638-07-000093 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070504 FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOEING CO CENTRAL INDEX KEY: 0000012927 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 910425694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P O BOX 3707 MS 1F 31 CITY: SEATTLE STATE: WA ZIP: 98124 BUSINESS PHONE: 2066552121 MAIL ADDRESS: STREET 1: 100 N RIVERSIDE PLZ CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: BOEING AIRPLANE CO DATE OF NAME CHANGE: 19730725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Denson-Low Wanda K CENTRAL INDEX KEY: 0001399071 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00442 FILM NUMBER: 07837314 BUSINESS ADDRESS: BUSINESS PHONE: (312)544-2802 MAIL ADDRESS: STREET 1: C/O THE BOEING COMPANY STREET 2: 100 RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606-1596 3 1 den1703.xml X0202 3 2007-05-04 0 0000012927 BOEING CO BA 0001399071 Denson-Low Wanda K 100 N. RIVERSIDE PLAZA M/C 5003-1001 CHICAGO IL 60606 0 1 0 0 Sr. V.P., Internal Governance Common 2618 D Common 743.84 I By 401(k) Common 7135.36 I Career Shares 2005 Performance Shares 2010-02-28 Common 5637.34 D Boeing Stock Units Common 3175.20 D Stock Option (Right to Buy) 74.4450 2016-02-27 Common 10800.00 D Stock Option (Right to Buy) 89.6450 2017-02-26 Common 8700.00 D 2005 Performance Shares vest in the following installments when the average daily closing price of Boeing stock reaches, for a specified period, the following dollar levels: 15% at $74.49, 30% at $79.82, 45% at $85.14, 60% at $90.46, 75% at $95.78, 90% at $101.10, 100% at $106.42, 110% at $111.74, 120% at $117.06, and 125% at $119.72. To date, the 2005 Performance Shares have vested at the 15%, 30%, 45% and 60% levels and the 75%, 90%, 100%, 110%, 120% and 125% levels remain unvested. Performance shares convert into common stock on a 1-for-1 basis on vesting. Boeing Stock Units (BSUs) are phantom stock units allocated to the reporting person's Boeing Stock Unit account under the Incentive Compensation Plan. Of the aggregate, 1735.43 BSUs will vest on March 11, 2008 and 1439.77 BSUs will vest on March 10, 2009. BSUs vest and are payable in cash or stock three years after the award is granted. BSUs convert into common stock on a 1-for-1 basis if settled in stock. The options vest over a period of three years from the date of grant (February 27, 2006), with 34% vesting after the first year, on February 27, 2007, 33% vesting after the second year, on February 27, 2008, and 33% vesting after the third year, on February 27, 2009. The options vest over a period of three years from the date of grant (February 26, 2007), with 34% vesting after the first year, on February 26, 2008, 33% vesting after the second year, on February 26, 2009, and 33% vesting after the third year, on February 26, 2010. By: /s/ Mark R. Pacioni as Attorney-in-Fact 2007-05-10 EX-24 2 densonpoa.txt POWER OF ATTORNEY Power of Attorney Know by all these presents, that the undersigned hereby constitutes and appoints each of J. Michael Luttig, James C. Johnson, Mark R. Pacioni, Elizabeth C. Towle and Meghan L. Lane, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of The Boeing Company (the "Company"), Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on Edgar; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments thereto) and application with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney- in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in- fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"), and the authority of the attorneys- in-fact named in any Prior Powers of Attorney is hereby revoked. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of May, 2007. /s/ Wanda K. Denson-Low -----END PRIVACY-ENHANCED MESSAGE-----