Summary of BOEING CO - Yahoo! Finance

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Ch

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

On October 7, 2009, the Board of Directors of The Boeing Company (the "Company") elected retired Admiral Edmund P. Giambastiani, Jr., former Vice Chairman of the Joint Chiefs of Staff from 2005 until 2007, to the Board of Directors. Admiral Giambastiani also serves on the board of directors of Monster Worldwide, Inc., SRA International, Inc. and QinetiQ Group plc.

The Board of Directors has appointed Admiral Giambastiani to the Audit Committee and the Finance Committee.

Admiral Giambastiani will participate in the Company's nonemployee director compensation program, which is described on pages 23-25 of the Company's proxy statement for its 2009 Annual Meeting filed with the Securities and Exchange Commission on March 13, 2009, and which includes an annual cash retainer fee of $100,000 and an annual grant of retainer stock units valued at $130,000.

A copy of the Company's press release announcing the election of Admiral Giambastiani is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 7, 2009, the Board of Directors approved and adopted an amendment to Article II, Section 1 of the By-Laws of The Boeing Company to increase the number of directors from ten to eleven. A copy of the text of the amendment to the By-Laws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

       Exhibit
       Number    Description

        3.2      By-Laws of The Boeing Company, as amended October 7, 2009

       99.1      Press Release dated October 8, 2009