SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨

Preliminary Proxy Statement

 

¨

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨

Definitive Proxy Statement

 

¨

Definitive Additional Materials

 

x

Soliciting Material Pursuant to §240.14a-12

 

 

THE BOEING COMPANY

 

(Name of Registrant as Specified in Its Charter)

 

 

  

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x

No fee required.

 

¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

  

 

(2)

Aggregate number of securities to which transaction applies:

 

  

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 

(4)

Proposed maximum aggregate value of transaction:

 

  

 

(5)

Total fee paid:

 

  

 

 

¨

Fee paid previously with preliminary materials:

 

  

 

 

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

  

 

(2)

Form, Schedule or Registration Statement No.:

 

  

 

(3)

Filing Party:

 

  

 

(4)

Date Filed:

 

  

 

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Dear Boeing Shareholder:

You will soon receive your proxy statement and proxy card for The Boeing Company’s 2010 Annual Meeting of Shareholders.

Due to a change in NYSE rules, your broker can’t vote your shares for the election of directors without your instructions. If you do not provide voting instructions, your shares will not be voted or counted on several important matters. We urge you to vote soon after you receive your proxy materials, which will explain how to vote via mail, phone or Internet.

Your vote is very important to us. Thank you for your investment in Boeing.

 

We will soon file with the Securities and Exchange Commission a proxy statement and other relevant materials relating to our Annual Meeting. Our shareholders are urged to read these materials when they become available because they will contain important information. Shareholders may obtain free copies of these materials when they are available and other documents filed with the Commission at www.sec.gov. The Boeing Company and its officers and directors may be deemed to be participants in the solicitation of proxies from Boeing’s shareholders with respect to the matters to be presented at the Annual Meeting. Shareholders may obtain detailed information regarding the direct and indirect interests of Boeing and its respective executive officers and directors in the matters to be presented at the Annual Meeting by reading the proxy statement.