On August 27, 2012, as part of its periodic review of corporate governance matters, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) adopted changes to Article I and Article VII of the Company’s By-Laws (the “By-Laws”).
The changes include (a) requiring that a stockholder’s notice to the Company for the nomination of a person for election to the Board disclose information relating to the potential nominee’s interest in Company securities and derivative instruments and include an undertaking to update required disclosures to the Company as of the record date (Article I, Section 11.1.A(2)(c)(iv) and (v)); (b) clarifying that only those persons who are nominated in accordance with the procedures and have satisfied the conditions in the By-Laws, and who have delivered and are in compliance with the representation and agreement required by Article I, Section 11.3 of the By-Laws, are eligible to be elected and, if properly elected, to serve as directors (Article I, Section 11.1.C(1)); (c) permitting the Board to authorize one or more officers to indemnify and/or advance legal expenses to current or former employees or agents of the Company or any of its subsidiaries (Article VII, Section 3.5); and (d) providing that any indemnification or advancement of legal expenses by the Company to a person for serving at the Company’s request as a director, officer, employee or agent of another entity shall be reduced by any amounts such person collects as indemnification or advancement of legal expenses from such other entity (Article VII, Section 3.7). In addition, certain non-substantive amendments were made to the By-Laws.
The foregoing summary of the amendments to the By-Laws is subject to, and qualified in its entirety by, the By-Laws, as amended and restated on August 27, 2012, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.