SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S)
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
BOEING
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) United Food & Commercial Workers Union Local 99R
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UFCW 99R
2401 N. Central Ave., 2nd fl.
Phoenix AZ 85004
(602) 572-2149
First sent: March 20, 1997
SHAREHOLDER SOLICITATION FOR PROPOSAL
FOR ANNUAL ELECTION OF ALL DIRECTORS
(BOARD DECLASSIFICATION)
at BOEING CORPORATION
Annual Stockholders Meeting
April 28, 1997, 11:00 a.m.
7755 E. Marginal Way, South
Seattle WA 98108
Dear Fellow Boeing Shareholder:
We write to alert you to an upcoming vote on a shareholder
proposal to have the company declassify its board of directors
(that is, have all directors elected annually). This is item 7 on
the proxy cards.
<R/>
Boeing has a "classified" or "staggered" board, meaning each
year shareholders only get to vote on one-third of the seats on
the board.
A shareholder unrelated to us, John Chevedden, is proposing as
follows:
RESOLVED: that shareholders recommend Directors and Management
take the necessary steps to start annual election of Board
members, instead of waiting 3 years for election for each
Board member. This includes eliminating any by-laws that may
hinder annual elections.
Recently several companies moved to declassify
their board, such as Mead Paper and Union Pacific. In 1996,
proposals against staggered boards passed at Alumax, General
Instrument, Liz Claiborne, Rowan and Stride Rite. They received a
majority of shares voted at 4 other companies. Shareholder support
for declassification proposals increased in 1996 to an average
42.4% at 59 companies (as of 9/96). Many companies have annual
election of all directors, including Hewlett-Packard and U.S.
Bancorp.
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Wayne Huizenga, co-founder of Blockbuster and Waste Management
(WMX), has the following views on staggered boards, according to
Business Week reporter Gail DeGeorge:
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job."FN1
FN1: The Making of a Blockbuster (1996) at p.211. Neither
Huizenga nor DeGeorge are participants in this solicitation. They
have not been consulted regarding this quotation nor consented
thereto.
<PAGE>
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year.
Under a classified board, even if a majority of
shareholders wanted to replace the whole board, that would likely
take three years to fully accomplish. We believe that is unfair
to shareholders. While a majority of the board could be replaced
in 2 years (and board action only requires a majority), why should
shareholders have to endure a divided board if they do not want
one?
Boeing argues a staggered board "ensures continuity" and talks
about Boeing's long-range planning and high-tech products. We feel
these arguments are misleading. If shareholders want continuity,
under a declassified board system they can still get it, simply by
voting for incumbents.
Our point is that "continuity" should not be forced onto
shareholders: we feel they should be able to elect a new board
promptly if they so choose.
<R/>
SUMMARY OF VOTING PROCEDURE AND VOTING RIGHTS
This proposal is a recommendation and would not bind the Board
if approved by shareholders. To be approved, it must receive a
majority of shares voted. You may revoke a proxy vote any time
before the tally by (1) executing a later proxy card; (2) appearing
at the meeting to vote, or (3) delivering the proxyholder or the
Company's secretary written notice of revocation prior to the date
of the meeting. The Company's offices are P.O. Box 3707, Seattle WA
98124-2207, tel. (206) 655-2800, fax 544-1534. We will keep the
content of all cards we receive confidential from everyone except
our staff, and Boeing has a confidential voting policy. Each share
of common stock will be entitled to one vote on each matter coming
before the meeting. The record date is 2/27/97. We incorporate by
reference herein the further information on voting procedures and
rights contained in the Company's proxy statement.
SOLICITATION
The participants in this solicitation are United Food &
Commercial Workers Local 99 (which owns 25 shares of company common
stock) and its staff members (not owners themselves). UFCW 99 will
bear the costs of solicitation, expected to be $2,000. We
represent employees in the Arizona retail food industry, and are in
negotiations over a successor contract for one Albertson's store.
We are organizing other Albertson's stores over management
opposition, and Albertson's is involved in a variety of other
employment disputes. Albertson's director John Fery
is also a Boeing director. We do not ask for your support in the
labor disputes and do not believe it relevant to how you should
vote on a corporate governance proposal at Boeing. Even if these
labor problems are resolved, we will present your proxy cards at
the shareholders meeting. Last year, we pursued similar proposals
at other companies with board connections to Albertson's and will
do so again this year at Boise Cascade, Heritage Media, TIS, Pier
1 and Questar, which have an Albertson's director on their boards.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS AND OTHER
MATTERS FOR SHAREHOLDER VOTE
We incorporate by reference the information on these
subjects contained in management's proxy statement. If you return
the enclosed proxy card but do not direct us on how we should
vote your shares, we will vote in favor of all proposals and all
nominees. If any matter comes before the meeting not listed in
our card (which we do not anticipate), we will not vote your
stock thereon.
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Shareholders owning over $1,000 in stock for over one
year have the right to have a proposal included in management's
proxy statement. The deadline to submit such proposals to the
Company is 11/18/97.
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR ANNUAL ELECTION
OF ALL DIRECTORS (BOARD DECLASSIFICATION).
Sincerely,
William McDonough
President UFCW 99
<PAGE>
PROXY
SOLICITED BY UFCW 99 for
ANNUAL MEETING OF SHAREHOLDERS
of THE BOEING COMPANY
April 28, 1997
IF YOU ARE NOT A SHAREHOLDER OF RECORD (i.e., your stock is held in
Boeing's books in the name of a trustee, broker, bank or other
nominee), DO NOT SEND THIS CARD BACK TO US: SEND IT TO THE RECORD
OWNER INSTEAD.
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The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of The Boeing Company, and at
any adjournments thereof, on the matters set forth in the Proxy
Statements. The undersigned directs this proxy be voted in
accordance with the instructions below, and grants no
discretionary authority.
WE RECOMMEND A VOTE FOR PROPOSAL 7 (BOARD
DECLASSIFICATION = ANNUAL ELECTION OF ALL DIRECTORS).
<R/>
(1) Election of directors
Nominees: Paul Gray, Harold Haynes, Frank Shrontz, George
Weyerhauser
FOR all nominees: [ ] WITHHOLD from all nominees [ ]
FOR all nominees except: ____________________________
(2) Increase number of authorized shares
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) Adopt Incentive Stock Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) Amend Incentive Compensation Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(5) Create subcommittee and report on military contracts
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(6) Adopt human rights criteria for China operations
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(7) ** Recommend annual election of all directors (declassify
board) **
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<R/>
SIGNATURE ________________________________ DATE ___________
PRINT NAME/TITLE__________________________ DATE ___________
ADDRESS __________________________________________________
___________________________________________________________
____________ ___________ ___________
# OF SHARES PHONE No. FAX NO.
PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD
INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD
SIGN.
