THE BOEING COMPANY | Right To Act By Written Consent at THE BOEING COMPANY

Status
Filed
AGM date
Previous AGM date
Resolution details
Company ticker
BA
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Boeing shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Boeing shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call a special meeting ? yet Boeing made the threshold 25% of shareholders based on all shares outstanding. This proposal topic won 44% Boeing shareholder support at the 2021 Boeing annual meeting without any special effort by the proponent. If all Boeing shareholders had access to independent proxy voting advice this proposal topic would have likely exceed 50%-support. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when Boeing underperforms. Now could be a ripe time for this proposal since Boeing stock was at $223 during the 737 MAX grounding and at only $200 in late 2025 despite a robust stock market. Boeing directors and management will be incentivized to perform better when shareholders have the right to act by written consent. Boeing started 2025 by reporting an $11 billion loss for 2024. Boeing reported a Q3 2025 core loss per share of $7.47, significantly deeper than Wall Street estimates. The primary driver of a $4.9 billion charge was a further delay in the 777-9 jetliner program. The first delivery is delayed to 2027, woefully behind its original schedule of a 2020 delivery. This is particularly disturbing since the 777-9 is only a modification of the original Boeing 777. The original clean sheet Boeing 777 program was on schedule. It was a highly successful program with Alan Mulally as general manager and completed its flight test program in only 11 months. Boeoing has persistent quality control problems, following incidents like the January 2024 fuselage blowout on an Alaska Airlines 737 MAX 9. The certification of new 737 variants (MAX 7 and MAX 10) is delayed to 2026. News reports covered the deaths of 2 Boeing whistleblowers. Whistleblowers continued to come forward in 2025 with concerns about manufacturing shortcuts on other jetliners like the 787, keeping the spotlight on Boeing?s culture and quality control. Boeing also faced a months-long strike by 3,000 machinists in St. Louis.

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