Boeing 2024 Proxy Votes

Boeing 2024 Proxy Votes

Boeing 2024. James McRitchie’s Proposal for a Paygap report is one of several items to be voted on before or during the Boeing Company (BA) annual meeting on May 17, 2024, at 5:30 a.m. Pacific time. Attend the annual meeting online. I suggest you vote in advance. However, you can also vote during the meeting with your control number IF voting isn’t cut off right after all proposals have been presented.

Vote AGAINST all directors except Soussan, Pay, Auditor, proposals 4 & 7, FOR Soussan, proposals 5, 6 our PayGap Report, & 8. Note: If you vote online and leave blanks, those blanks will be filled in, not as abstentions, but as if you had voted as the Board recommends. That’s not exactly democratic corporate governance.

I voted with 22% of the Board’s recommendations. You can view the Proxy Statement via the SEC’s EDGAR system (look for DEF 14A) or on LEXexamples or CapEdge, which offer many free tools.

The Boeing Company, together with its subsidiaries, designs, develops, manufactures, sells, services, and supports commercial jetliners, military aircraft, satellites, missile defense, human space flight and launch systems, and services worldwide.

The Shareholder CommonsRead Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons) I take a systems approach.

Boeing 2024 ISS Rating

The Boeing Company’s ISS Governance QualityScore as of May 1, 2024, is 8. The pillar scores are Audit: 6; Board: 2; Shareholder Rights: 5; Compensation: 10. 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 2024: How We Voted

ItemEgan-Jones RecommendationCorpGov.net
1 – Election of DirectorsFOR ALLFOR Soussan  AGAINST all other directors
2 – Advisory Vote to Approve the Compensation of the Named Executive OfficersFORAGAINST
3 – Ratification of the Appointment of Independent AuditorsAGAINSTAGAINST
4 – Shareholder Proposal — Review of China Business and ESG CommitmentsAGAINSTAGAINST
5 – Shareholder Proposal — Report on Climate LobbyingAGAINSTFOR
6 – Shareholder Proposal — Racial and Gender Pay Gap DisclosureFORFOR
7 – Shareholder Proposal — Report on Risks Related to Diversity, Equity & Inclusion EffortsFORAGAINST
8 – Shareholder Proposal — Adoption of Value Chain Emission Reduction TargetFORFOR

Boeing 2024: Considerations and RecommendationsDiligent logo

Diligent has the best suite of tools I have found for looking up voting records and bylaw characteristics, determining how vulnerable companies are on what issues, deciding what proposals might be most productive, etc. I was helped with my voting advice from Egan-Jones and my proxy voting policy through iconikapp. Some funds announced their votes in advance.

Egan-Jones

Free Proxy Advisor From As You Sow & IconikappSign up for the iconik/AYS app to automate voting for all your proxies according to human values. In about two minutes, you’ll vote for all your proxies according to values that balance environment, social, governance, and profitability. More information is available at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with iconikapp.com may differ. Iconikapp

Boeing 2024: Directors

I voted Against compensation committee directors Doughtie, Good, Joyce, and  Mollenkopf because the CEO’s total pay is $32.8M, 273:1 times the median employee pay. We generally vote against pay and Committee when it is over 200 times the median.

I voted against most other directors because Boeing is wildly underperforming the S&P 500. During the last 5 years, the S&P 500 is up 85%; Boeing is down 48%. Over the last year, the S&P 500 is up 28%; Boeing is down 10%. So far this year, +11% for S&P 500; -30% for Boeing. Doug Chia posted his quick take on how much Boeing emphasizes safety in Paying for Restoring Trust at Boeing. He estimates that 5.7% of the CEO’s compensation will be tied directly to quality and safety.

A shakeup is needed to get Boeing on track. Since moving HQ from Seattle to Chicago to Washington, DC, they have concentrated too much on accounting and lobbying. Engineering is critical to safety and reputation.

Sabrina Soussan has only been on the Board since 2023, so she cannot be blamed for Boeing’s poor performance.

Boeing 2024: Board Items #2-3

As stated above, vote AGAINST pay. The CEO’s total pay is $32.8M, 273:1 times the median employee pay. That is too high.

Vote AGAINST the Auditor. Even with auditor rotation within the contracted firm, I agree with Egan-Jones that, over time, many are essentially captured. They are troubled when a company contracts with the same firm for over seven years. Boeing’s auditor has been Deloitte & Touche LLP for 90 years. That’s too long for me.

Boeing 2024: Item #4 China Business and ESG Commitments

The National Legal and Policy Center submitted this Proposal. I generally oppose their proposals and proposals. The NLPC has been actively involved in submitting shareholder proposals. However, the broader context provided in search results, especially the discussions around the challenges to Rule 14a-8 by the National Association of Manufacturers (NAM) and the characterization of certain proposals as “anti-ESG,” implies that the NLPC’s use of Rule 14a-8 is part of a strategy to challenge or oppose aspects of the rule’s application or the agendas it often supports. Vote: AGAINST

Boeing 2024: Item #5 Report on Climate Lobbying

John Chevedden submitted this Proposal. I generally support his proposals. We often file nearly identical proposals at different companies. This one is very similar to the Proposal I submitted to American Express (click to see my analysis of that Proposal).

Boeing 2024: Item #6 Racial and Gender Pay Gap Disclosure

James McRitchie, the publisher of CorpGov.net, submitted this Proposal. This Proposal seeks transparent disclosure of racial & gender pay gaps. Last year, our proposal on this topic won over 47% of the vote. Let’s push that over 50%. Research demonstrates that for the US as a whole:

  • White women won’t reach pay equity until 2059.
  • Black women will take until 2133, and
  • Latina women 2206 – nearly two centuries from now.

There are two generally accepted types of pay gap disclosure. They measure different things. Boeing reports statistically adjusted gaps but not unadjusted medium pay gaps, which address structural bias marginalized groups may face regarding job opportunities and pay.

Why is this information important? First, companies with fair pay and equal opportunity gain two competitive advantages: They attract and retain top talent. Fairness and equity are crucial to attracting and retaining key talent. 83% of younger employees track a company’s commitment to Fairness, and 70% would switch jobs to work for a more equitable employer.

Second, diverse leadership correlates with Better risk management, Higher profit margins, Stronger Return on Equity, and Better stock performance.

These are objectives all stockholders agree on. Several countries—including the UK, Ireland, and soon the entire European Union—require companies to disclose median pay gaps publicly. These disclosures move companies in the right direction. “Fairness” benefits stockholders, employees, and the company.

Also, keep in mind Boeing’s headline safety issues and poor performance. A dollar invested in the S&P 500 five years ago is worth $1.85. The same investment in Boeing is worth $0.52. Vote FOR #6 Racial and Gender Pay Gap Disclosure.

Boeing 2024: Item #7 Risks Related to Diversity, Equity & Inclusion Efforts

The National Center for Public Policy Research submitted this Proposal. While the NCPPR’s explicit stance on Rule 14a-8 itself is not directly stated, its actions in submitting proposals, challenging the SEC’s decisions, and being part of the “anti-ESG” movement suggest opposition to the rule’s application and the agendas it often facilitates. The NCPPR appears to strategically use Rule 14a-8 to counter prevailing ESG trends rather than support the rule itself. Vote AGAINST.

Boeing 2024: Item #8 Adoption of Value Chain Emission Reduction Target

This Proposal was submitted by Amalgamated Bank as Trustee of Longview Largecap 500 Index Fund. I generally support their proposals. 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. Yes, I want Earth to have a salubrious environment. Boeing should be part of the solution, not the problem. Vote FOR.

Boeing 2025: Mark Your Calendar

If you wish to submit a proposal for inclusion in our 2025 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 Friday, December 6, 2024.

   

Boeing 2024: Related Posts

Boeing 2023 Pay Equity & Other Issues

Marriott 2023 Pay Equity Disclosure

Pay Equity Disclosure 2023 Hot Topic

 

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