Boeing Company | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Boeing Company</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: 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.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>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. </p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>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. </p>
<p dir=”ltr”>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.</p>
<p dir=”ltr”>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.<br><br>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. </p>
<p dir=”ltr”>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.<br><br>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.<br><br>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.</p>
<p dir=”ltr”>Boeing also faced a months-long strike by 3,000 machinists in St. Louis.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Boeing Company</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Inclusiveness </p>
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<strong>Focus Area:</strong>
<p>Workplace Equity </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED </strong>that shareholders of The Boeing Company (“Boeing”) urge the Board of Directors to commission and oversee a civil rights audit, conducted consistent with the Civil Rights Audit Standards discussed below/ analyzing the bias and discrimination risks of Boeing’s policies and practices on talent recruitment, advancement, and retention, customer and revenue growth, and other business objectives.</p>
<p><strong>WHEREAS </strong>Boeing states a strong commitment to diversity, equity, and inclusion (“DEI”). Boeing requires employees to sign a Code of Conduct, which includes a commitment to “build an inclusive culture in which diverse experiences and voices are heard, respected and incorporated.” In its 2024 Sustainability & Social Impact Report, Boeing noted that it “take(s] this pledge seriously because it’s the right thing to do, and it makes us better as a company.” Indeed, according to the report, Boeing has made progress, citing the growth in representation of women and racial and ethnic minorities at all levels of the company.</p>
<p class=”p3″>On November 1, 2024, however, Boeing suddenly announced that it would dismantle its DEi department, a step suggesting that the company is ending or curtailing its DEI commitments and activities. Boeing restated its commitment to a diverse and inclusive workforce, but did not explain how it would meet this commitment while it eliminates the capacity to do so. Further, Boeing stated a commitment to a “merit based” workplace, yet did not explain how it would ensure adherence to equal opportunity legal require_ments and the elimination of bias in talent recruitment, hiring, and advancement decisions as it strives to be a merit-based, inclusive workplace.</p>
<p class=”p5″>Shareholders need to understand the full impact of Boeing’s actions, including the legal and business risks and the company’s ability to build a diverse, inclusive talented workforce. A civil rights audit is a tool to help companies and key stakeholders, including shareholders, identify and understand the bias and discrimination risks of a company’s policies, practices, products, and services. A civil rights audit also provides recommendations for addressing any adverse impacts of a company’s actions.</p>
<p class=”p7″>The Civil Rights Audit Standards, published by PolicyLink, were developed by an independent committee, including business executives, union and worker group representatives, investors, and civil rights experts. These Standards provide a roadmap for how a company should conduct a civil rights audit. The Standards require that the auditor be independent and have a commitment to civil rights and racial justice; that the auditor meaningfully engage key stakeholders such as employees, customers, and civil rights groups; and that the company publicly share the final audit report on its website in an easily accessible location.</p>
<p class=”p9″>We urge Boeing to conduct a civil rights audit consistent with the Civil Rights Audit Standards. A civil rights audit will provide Boeing management and its shareholders the information and analysis they need to evaluate the company’s recent actions and their impact on legal and business risks, as well as the company’s progress in meeting its DEI and other business objectives.</p>
<p class=”p11″>1 https://www.policylink.org/civil-rights-audit-standards</p>

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Resolution Details

Company:

Boeing Company

Year:

2024

Issue Area:

Climate Change

Focus Area:

GHG Reduction and Targets

Status:

Filed

Resolution Text

WHEREAS: The Intergovernmental Panel on Climate Change reports that immediate and significant emissions reductions are required of all market sectors to stave off the worst consequences of climatechange.1 Decarbonizing the industrial and aviation industries is a critical component of global decarbonization, according to the International Energy Agency.2Investor demand for science-aligned emission reductions and transition planning reflects the reality that climate-related risk-exposure is growing alongside proposed and implemented regulations.3

Boeing is subject to substantial emerging regulation and increasing costs in the U.S. and abroad regarding its emissions-intensive processes and products.4TheFederal Supplier Climate Risks and Resilience Proposed Rule would require large federal contractors, such as Boeing, to disclose Scope 1,2, and 3emissions and set science-based emissions reduction targets.5By reducing emissions from its full value chain, Boeing can reduce regulatory burdens and better assess technological changes, capital deployment, and financial opportunities.

Boeing’s disclosures lack forward-looking and quantitative action plans to reduce value chain emissions in line with the Paris Agreement’s goal of limiting global warming to 1.5 degrees Celsius(1.5°C). The Company’s current commitments do not set a target to reduce value chain emissions, which comprise 99% of its total emissions, and rely largely on carbon offsetting. With increasing investor scrutiny on emissions reduction claims, Boeing’s use of carbon offsetting exposes the Company to increasing risk of reputational damage or litigation.6 Furthermore, over the past two years, Boeing’s total emissions continue to increase.7

While Boeing supports the commercial aviation industry’s ambition to achieve net-zero emissions by 2050, the Company does not have a value chain emissions reduction target covering its own enterprise. Industry collaboration will be indispensable in decarbonizing; however, Boeing can also position itself through proactive planning and governance to reduce risks and lead in sustainability. Aviation and industrial companies are galvanizing action and investment toward decarbonizing.PeersBAE Systems, Safran, Ford, and Honeywell have established targets through the Science Based Targets initiative and have measurable emission reduction targets across their value chains.8

By setting science-aligned emission reduction targets across its full value chain and providing a comprehensive transition plan, Boeing can improve against peers, prepare for regulation, and position itself to maximize benefits from climate-related opportunities.

RESOLVED: Shareholders request that Boeing adopt a value chain emission reduction target covering all non-de minimis emission categories in alignment with the Paris Agreement’s 1.5°C goal, requiring net zero emissions by 2050 or sooner.

SUPPORTING STATEMENT: Proponents recommend, at Board discretion, that the Company:

Disclose a timeline for setting 1.5°C-aligned near-term emission reduction targets;
Disclose a timeline for setting long-term net zero goals including the full value chain;
Include an enterprise-wide climate transition plan to achieve emissions reduction goals across allrelevant emission scopes;
Annually report progress towards meeting value chain emission reduction goals.

1 https://www.ipcc.ch/report/ar6/syr/downloads/report/IPCC_AR6_SYR_FullVolume.pdfp.20

2 https://iea.blob.core.windows.net/assets/13dab083-08c3-4dfd-a887-42a3ebe533bc/NetZeroRoadmap_AGlobalPathwaytoKeepthe1.5CGoalinReach-2023Update.pdf p.87,p.88

3 https://www.weforum.org/agenda/2023/10/climate-loss-and-damage-cost-16-million-per-hour/;https://corpgov.law.harvard.edu/2023/01/30/eu-finalizes-esg-reporting-rules-with-international-impacts/

4 https://www.boeing.com/resources/boeingdotcom/principles/environment/pdf/Boeing_CDP_Climate_Response_Final.pdf,p.10; https://www.ft.com/content/7a0dd553-fa5b-4a58-81d1-e500f8ce3d2a; https://www.npr.org/2023/10/12/1205068747/climate-change-emissions-companies-disclosure-sec-california

5 https://www.sustainability.gov/federalsustainabilityplan/fed-supplier-rule.html

6 https://www.theguardian.com/environment/2023/may/30/delta-air-lines-lawsuit-carbon-neutrality-aoe

7 https://www.boeing.com/resources/boeingdotcom/principles/environment/pdf/Boeing_CDP_Climate_Response_Final.pdf,C6; https://www.cdp.net/en/formatted_responses/responses?campaign_id=74241094&discloser_id=891610&locale=en&organization_name=Boeing+Company&organization_number=2017&program=Investor&project_year=2021&redirect=https%3A%2F%2Fcdp.credit360.com%2Fsurveys%2F2021%2Fdbbr64mv%2F145284&survey_id=73557641,C6

8 https://sciencebasedtargets.org/companies-taking-action

Resolution Details

Company:

Boeing Company

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Race Discrimination

Status:

On Proxy

Resolution Text

RESOLVED: James McRitchie of CorpGov.net and other shareholders request The Boeing Company (Boeing) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/or by country, where appropriate, including associated policy, reputational, competitive, operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information.

Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.

SUPPORTING STATEMENT: Pay inequities persist across race and gender. They pose substantial societal and company risks. Black workers’ median annual earnings represent 77 percent of white wages. The median income for women working full time is 84 percent that of men. Intersecting race, Black women earn 76 percent and Latina women 63 percent.[1] At the current rate, women will not reach pay equity until 2059, Black women in 2130, and Latina women in 2224.[2]

Citigroup estimated closing minority and gender wage gaps 20 years ago could have generated $12 trillion in additional national income. PwC estimates the gender pay gap costs OECD economies $2 trillion annually.

Minorities represent 35.8% of Boeing’s United States workforce and 21.8% of Executives. Women represent 24.1% of the workforce and 33.2% of executive leadership.[3] Actively managing pay equity is associated with improved representation. Diversity is linked to superior stock performance and return on equity.

Best practice includes:

Unadjusted median pay gaps, assessing equal opportunity to high-paying roles,
Statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Boeing does not report quantitative unadjusted or adjusted pay gaps. 50 percent of the 100 largest U.S. companies by market capitalization report adjusted gaps. An increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.

Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median pay gaps, and the United Kingdom is considering racial pay reporting.

While Boeing reports diversity data, unadjusted median and adjusted pay gaps would show how Boeing assigns value to its employees. Pay gap reporting provides digestible, comparable data to determine progress over time.

An annual report adequate for investors to assess performance could integrate base, bonus, and equity compensation to calculate:

percentage median and adjusted gender pay gap, globally and/or by country
percentage median and adjusted racial/minority/ethnicity pay gap, U.S. and/or by country

SUPPORTING DATA:

https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/164726 5128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf

Diversity Improves Stock Performance.

[1] https://www.census.gov/data/tables/time-series/demo/income-poverty/cps-pinc/pinc-05.html – par_textimage_24

[2]https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf

[3] https://www.boeing.com/resources/boeingdotcom/principles/diversity-and-inclusion/assets/pdf/Boeing_GEDI_Report_FINAL.pdf

Resolution Details

Company:

Boeing Company

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Climate Lobbying, Lobbying

Status:

Withdrawn for Agreement

Resolution Text

RESOLVED, the shareholders of Boeing request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

Payments by Boeing used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
Boeing’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
Description of management’s decision-making process and the Board’s oversight for making payments described above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Boeing is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Governance & Public Policy Committee and posted on Boeing’s website.

SUPPORTING STATEMENT

Full disclosure of Boeing’s lobbying activities and expenditures is needed to assess whether its lobbying is consistent with its expressed goals and shareholder interests. Boeing spent $206,050,000 from 2010 – 2022 on federal lobbying. This does not include state lobbying, where Boeing also lobbies but disclosure is uneven or absent. For example, Boeing spent $1,305,114 on lobbying in California from 2010 – 2022. And Boeing also lobbies abroad, spending between €800,000 – 899,999 on lobbying in Europe for 2022. Boeing has reportedly been rebuilding its lobbying clout lost in 737 MAX crashes.[1]

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.[2]Unlike many of its peers, Boeing fails to disclose its payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying, to shareholders. Boeing belongs to the Business Roundtable (BRT), National Association of Manufacturers and US Chamber Commerce, which have spent over $2.3 billion on federal lobbying since 1998, and supports “dark money” SWGs like the American Action Network.[3]

Boeing’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, Boeing believes in addressing climate change, yet the BRT lobbied against the Inflation Reduction Act[4] and the Chamber reportedly has been a “central actor” in dissuading climate legislation over a two-decade period.[5] While Boeing has previously drawn scrutiny for avoiding federal taxes,[6] the BRT has lobbied against a new minimum corporate tax.[7] And while Boeing does not belong to the controversial American Legislative Exchange Council, which is attacking “woke” investing,[8] it is represented by the Chamber, which sits on its Private Enterprise Advisory Council.[9]

[1]https://www.seattletimes.com/business/boeing-powerbroker-rebuilding-capitol-hill-clout-lost-in-max-crashes/.

[2]https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

[3]https://www.nytimes.com/2019/03/15/opinion/boeing-crash-contractor-trump.html.

[4]https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.

[5]https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/.

[6]https://itep.org/celebrating-one-year-since-the-landmark-inflation-reduction-act/.

[7]https://www.washingtonpost.com/business/2023/08/14/biden-corporate-tax/.

[8]https://www.wbur.org/hereandnow/2023/03/22/esg-investing-fossil-fuels.

[9]https://ohiocapitaljournal.com/2023/09/06/coming-soon-in-ohio-alec-releases-new-raft-of-model-legislation/.

Resolution Details

Company:

Boeing Company

Year:

2023

Issue Area:

Inclusiveness

Focus Area:

Workplace Equity

Status:

Vote

Vote Percentage:

47.40%

Resolution Text

Resolved: James McRitchie of CorpGov.net and other shareholders, request The Boeing Company (Boeing) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/or by country, where appropriate, including associated policy, reputational, competitive, operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information.

Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings.

Supporting Statement: Pay inequities persist across race and gender. They pose substantial societal and company risks. Black workers’ hourly median earnings represent 64% of white wages. Median income for full-time working women working 83% that of men. Intersecting race, Black women earn 63%, Native women 60%, and Latina women 55%. At the current rate, women will not reach pay equity until 2059, Black women 2130, Latina women 2224.

Minorities represent 32.7% of Boeing’s United States workforce and 22.7% of VP leadership. Women represent 24.6% of the workforce and 25.6% of executive leadership. Actively managing pay equity is associated with improved representation. Diversity is linked to superior stock performance and return on equity.

Best practice includes:
1. unadjusted median pay gaps, assessing equal opportunity to high-paying roles,
2. statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Boeing does not report quantitative unadjusted or adjusted pay gaps. Over 20% of the 100 largest U.S. employers report adjusted gaps. An increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay. Boeing reports neither.

An annual report adequate for investors to assess performance could integrate base, bonus, and equity compensation to calculate:

• percentage median and adjusted gender pay gap, globally and/or by country
• percentage median and adjusted racial/minority/ethnicity pay gap, U.S. and/or by country

Supporting data: https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf

Resolution Details

Company:

Boeing Company

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Vote

Vote Percentage:

37.30%

Boeing Company Lobbying Expenditures Disclosure – Proxy Exempt Solicitation

z331230px14a6g.pdf

Resolution Text

WHEREAS, we believe in full disclosure of Boeing’s lobbying activities and expenditures to assess whether Boeing’s lobbying is consistent with its expressed goals and shareholder interests,

RESOLVED, the shareholders of Boeing request the preparation of a report, updated annually, disclosing:

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

Payments by Boeing used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

Boeing’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

Description of management’s decision-making process and the Board’s oversight for making payments described above.

The report shall be presented to the Governance & Public Policy Committee and posted on Boeing’s website.

SUPPORTING STATEMENT

Boeing spent $192,880,000 from 2010 – 2021 on federal lobbying. This does not include state lobbying, where Boeing also lobbies but on which disclosure is uneven or absent. For example, Boeing spent $1,202,691 on lobbying in California from 2010 – 2021. Boeing also lobbies abroad, attracting scrutiny for funding the EU Reporter, described as “EU lobbying dressed up as journalism.”1

Boeing fails to disclose its payments to trade associations and social welfare organizations, or the amounts used for lobbying, to shareholders. Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”2 Boeing belongs to the Business Roundtable (BRT), National Association of Manufacturers (NAM) and US Chamber of Commerce, which together spent $110,830,000 on lobbying for 2021, and supports controversial “dark money” social welfare organizations like the American Action Network.3

We are concerned that Boeing’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. For example, Boeing believes in addressing climate change, yet the BRT lobbied against the Inflation Reduction Act4 and the Chamber opposed the Paris climate accord. While Boeing has previously drawn scrutiny for avoiding federal taxes,5 the BRT lobbied against raising corporate taxes to fund health care, education and safety net programs.6 And while our company does not belong to the American Legislative Exchange Council, which is attacking “woke capitalism,”7 Boeing is represented by its trade associations, as the Chamber and NAM each sit on its Private Enterprise Advisory Council.

1 https://www.politico.eu/article/brussels-eu-media-peddling-undisclosed-influence/.
2 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats- publicly-reported/.
3 https://www.nytimes.com/2019/03/15/opinion/boeing-crash-contractor-trump.html.
4 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business- roundtable.
5 https://itep.org/boeing-paid-tax-rate-of-8-4-in-previous-decade-but-trump-to-speak-about-why-it-needed-his- corporate-tax-cut/.
6 https://www.washingtonpost.com/us-policy/2021/08/31/business-lobbying-democrats-reconciliation/.
7 https://www.exposedbycmd.org/2022/07/27/abandoning-free-market-and-liberty-principles-alec-takes-on-woke- capitalism-bodily-autonomy-and-more-at-its-annual-meeting/.

Right To Act By Written Consent

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