Boeing 2023 Pay Equity is just one of several issues to be voted on before the annual meeting at 11 am Eastern on Tuesday, April 18, 2023. The meeting will be virtual. I recommend voting in advance. Vote Against Bradway, Good, Johri, Joyce, Kellner, Mollenkopf, Richardson, Saussan, Williams, Exec Pay, Stock Plan, Auditor, and China report to enhance corporate governance and long-term value. Vote FOR reports on lobbying, climate lobbying, and pay equity disclosure.
The Boeing Company designs, develops, manufactures, sells, services, and supports commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems, and services. I voted with the Board’s recommendations 53% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings.
Boeing 2023: ISS Rating
From the Yahoo Finance profile page: The Boeing Company’s ISS Governance QualityScore as of April 1, 2023, is 7. The pillar scores are Audit: 4; Board: 2; Shareholder Rights: 5; Compensation: 9. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Boeing 2023: How I Voted
|1A – 1M – Election of Directors||Against Bradway, Good, Johri, Joyce, Kellner, Mollenkopf, Richardson, Saussan, Williams||Against Good, Joyce, Kellner, Mollenkopf, Williams|
|2 – Advisory Vote to Approve Executive Compensation||AGAINST||AGAINST|
|3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation||1 YEAR||1 YEAR|
|4 – Approval of the 2023 Incentive Stock Plan||AGAINST||AGAINST|
|5 – Ratification of the Appointment of Independent Auditors||AGAINST||AGAINST|
|6 – Shareholder Proposal – China Report||AGAINST||FOR|
|7 – Shareholder Proposal – Report on Lobbying Activities||FOR||AGAINST|
|8 – Shareholder Proposal — Report on Climate Lobbying||FOR||AGAINST|
|9 – Shareholder Proposal — Pay Equity Disclosure||FOR||FOR|
Boeing 2023 Votes Explained
Briefly, Egan-Jones recommended against several directors for being on the compensation committee (when they recommended against pay) or not being independent. I added in underperformance but excused directors for that if short tenure. We both think pay and stock plan are excessive. Boeing has had the same auditor for 89 years. Maybe not so independent after working together for so long?
I frankly am not thrilled with most of what the right-learning National Legal and Policy Center files. Although China could be a real issue for Boeing, I’d rather see this delicate matter handled quietly for now. I support reports on lobbying and climate lobbying. The proposal on pay equity is mine, so I voted FOR. See below.
I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. For example, it was reassuring that Calvert voted against the China Report.
Boeing 2023: My Pay Equity Disclosure Proposal
I urge those interested to read our exempt solicitation. Boeing does not report any quantitative metrics on racial and gender pay gaps, unlike 50% of the 100 largest US companies. While Boeing claims pay equity is a “foundational value,” only quantitative metrics provide the accountability and transparency investors seek.
Median pay gap disclosures improve performance & provide a baseline to measure progress. The opposition statement mentions that Boeing completes “regular compensation reviews to ensure employees are compensated equitably.” While the Board states that Boeing is committed to fair pay, qualitative assurances are no replacement for quantitative reporting. We are asked to trust without being able to verify.
In looking up a few funds in our Shareowner Action Handbook, I see several funds have reported their votes.
Boeing 2023: Mark Your Calendar
If you wish to submit a proposal for inclusion in our 2024 proxy statement, you must follow the procedures set forth in Rule 14a-8 of the Exchange Act. To be eligible for inclusion, we must receive your proposal at the address below no later than Saturday, November 4, 2023.
Office of the Corporate Secretary
The Boeing Company
929 Long Bridge Drive
Arlington, Virginia 22202-4208
SEC Rule 14a-8(h) prohibits shareholders from filing at a company for the next 2 years if they fail to present their proposal. Of course, given who has influence with the SEC, corporations face NO penalty for giving shareholders too little time to present proposals or too little time to vote after such presentations.
What is the point of presenting a shareholder proposal at a meeting if shareholders have no time to change their vote or vote in the first place? At the Boeing meeting, they announced early on that voting would be closed “immediately” following the last shareholder presentation. True to form, as soon as I finished my presentation, they announced that voting was closed. That was just plain disrespectful.
Maybe I should have guessed that would be the case before the meeting since the company refused to negotiate on our diversity and inclusion proposal, whereas we were able to reach commitments with other companies, so we withdrew those proposals. Boeing was like hitting a brick wall.