Summary of BOEING CO - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On April 27, 2009, at the 2009 Annual Meeting of Shareholders of The Boeing Company (the "Company"), the Company's shareholders approved the amendment of the Company's 2003 Incentive Stock Plan (the "2003 Plan"), increasing the number of shares available for issuance under the 2003 Plan by 20 million shares, to 80 million shares. The Company's shareholders also re-approved the performance measures for certain performance-based awards under the 2003 Plan. The Company's Board of Directors, on the recommendation of its Compensation Committee and subject to shareholder approval, initially adopted the amendment to the 2003 Plan effective as of February 23, 2009. The foregoing summary of the changes in the 2003 Plan is qualified by reference to the full text of the 2003 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number    Description
10.1      The Boeing Company 2003 Incentive Stock Plan (as Amended and Restated
          Effective February 23, 2009) (incorporated by reference to Appendix A to
          the definitive proxy statement filed by the Company on March 13, 2009).