Click here for pdf chart on Union recommendations
and methods to vote. Keep
in mind: If you participate in the Boeing Company Voluntary Investment
Plan (VIP), you can instruct the trustee (State Street Bank and
Trust Company) how to vote your interest in the VIP. Don't underestimate
the value of that VIP stock, which currently holds approximately
11% of Boeing's outstanding shares - making it a critical vote.You must vote no later than midnight on Wednesday, April 23, 2003.
This year the Union not only proposed one of the recommendations, but has taken a more active approach to the shareholders meeting. The Union broadened the campaign and has reached out to the larger institutional shareholders, where the majority of the voting takes place (i.e. pension plans, financial institutions, etc.). Again, this is part of a program to hold leadership accountable to their most important asset - their employees who built the Company.
ALL members eligible to vote are asked to consider the following IAM recommendations for voting on the shareholder proposals at Boeing's shareholder meeting.
AGENDA ITEMS:
ITEM 4: Military Activities in Space: NO POSITION
Asks the Company to prepare a report for shareholders on Boeing's involvement with space-based weaponization.
ITEM 5: Human Rights Policies: VOTE FOR
Calls for the adoption of codes relating to global labor standards for Boeing's international operations. Specifically, it urges Boeing to adopt workplace practices covering basic labor and human rights standards for company-owned and supplier operations, in particular those that are based on principals of the United Nations' International Labor Organization's Fundamental Conventions, including freedom of association, equality, the abolition of forced labor, and elimination of child labor.
ITEM 6: Annual Election of Directors: VOTE FOR
Seeks the election of each director annually. Currently, directors are in one of three classes and only one class of directors is up for election each year (Classified Board). Therefore, each director is elected for 3 years. Directors should be held accountable for their actions annually.
ITEM 7: Shareholder Rights Plan: NO POSITION
Calls for a shareholder vote on rights plans, typically known as poison pills. A poison pill is a device used to protect the company from an unsolicited acquisition. In some circumstances, a poison pill can be an effective and appropriate way to protect the company and its employees from a hostile takeover that is not in the company's best interest.
ITEM 8: Simple Majority Vote: Vote FOR
Seeks a simple-majority vote for all items up for shareholder vote. Currently, there are some fundamental corporate changes that require a 75 percent vote (super majority) of all outstanding shares for passage, such as merger proposals.
ITEM 9: Severance Agreements: VOTE FOR
Asks for shareholder approval of all future senior executive severance agreements. Currently, shareholders do not approve these agreements. These agreements can reward poor executive performance in a merger situation and are rarely justified in light of the excessive compensation already awarded most executives.
ITEM 10: Independent Board Chair: VOTE FOR
Calls for a Chair of the Board that is independent of the Company. As you may know, Phil Condit is currently CEO and Chairman of the Board. And, a board's primary duty is to protect shareholders' interests by providing independent oversight of management, including the CEO. Mr. Condit cannot provide independent oversight of himself.
ITEM 11: Executive Participation in SERPs: VOTE FOR
Seeks shareholder approval for supplemental executive retirement plans (SERP). SERPs are another element of excessive executive compensation. Shareholders ought to have a say in approving such costly plans for senior executives.
If Mr. Condit was 65 years old and retired at the beginning of January 2003, his annual retirement benefit would be approximately $1,547,308. This annual benefit breaks down as follows:
$160,000 from the Pension Value Plan, with the remaining balance provided by the SERP about $1,387,308.
ITEM 12: Indexed Stock Options: VOTE FOR
Aims to ensure that executive stock options are linked to performance. In this case, the options would only have value if the company's stock price performance exceeded its peer group performance. Index options would ensure that management compensation is linked clearly to superior stock performance and not just to a broad-based jump in the stock markets.
ITEM 13: Pension Plans: VOTE FOR
Requests that vested employees, at the time of conversion, have a choice between their old Heritage plan or the Pension Value Plan at the time of retirement or termination and that the cash balance plan provide a monthly annuity at least equal to the old pension plan.
THIS IS NOT A PROXY SOLICITATION. NO PROXY CARDS WILL BE ACCEPTED
Again, if you participate in the Boeing Company Voluntary Investment Plan (VIP), the stock held in the plan is registered in the name of the trustee, State Street Bank and Trust Company. The trustee should send full voting instructions to you. In short, you can instruct the trustee how to vote your interest in the VIP by completing and mailing the proxy card sent to you, by telephone, or by the Internet. You must instruct your trustee how to vote no later than midnight on Wednesday, April 23, 2003.