ba-20250219

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): February 19, 2025


THE BOEING COMPANY
(Exact name of registrant as specified in its charter)

Delaware

1-442

91-0425694

(State or other jurisdiction of
incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)


929 Long Bridge Drive, Arlington, VA						22202
(Address of principal executive offices)						(Zip Code)


(703) 465-3500
(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:


☐			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))

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

New York Stock Exchange

Depositary Shares, each representing a 1/20th interest in a share of 6.00% Series A Mandatory Convertible Preferred Stock, $1.00 Par Value

BA-PRA

New York Stock Exchange

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.

Effective February 19, 2025, Stephanie F. Pope no longer held the title of Chief Operating Officer of The Boeing Company (the “Company”). Ms. Pope continues to serve as Executive Vice President; President and Chief Executive Officer, Boeing Commercial Airplanes.

On February 19, 2025, Sabrina Soussan and the Board of Directors of the Company decided that Ms. Soussan would not stand for re-election at the Company’s 2025 Annual Meeting of Shareholders. The decision was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with this decision, the Board approved a reduction in its size, effective as of the 2025 Annual Meeting of Shareholders.

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: February 25, 2025

Boeing Company filed SEC Form 8-K: Leadership Update