Summary Notice of Pendency of Derivative and Class Actions, Proposed Settlements of the Actions, and Settlement Hearings

ARLINGTON, Va., Sept. 28, 2022 /PRNewswire/ — The following is being released by The Boeing Company pursuant to Orders of the United States District Court for the Northern District of Illinois and the Court of Chancery of the State of Delaware.

SUMMARY NOTICE OF PENDENCY OF DERIVATIVE AND CLASS ACTIONS, PROPOSED SETTLEMENTS OF THE ACTIONS, AND SETTLEMENT HEARINGS

TO: ALL CURRENT STOCKHOLDERS OF THE BOEING COMPANY (“BOEING”)

ALL HOLDERS OF BOEING STOCK BETWEEN DECEMBER 11, 2019 AND AUGUST 10, 2022

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.  YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THE ACTIONS.

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23.1 of the Federal Rules of Civil Procedure and an order of the United States District Court for the Northern District of Illinois (the “Federal Court”) of the pendency of the above-captioned stockholder derivative action titled Seafarers Pension Plan v. Robert A. Bradway, et al. (the “Federal Action”), which was brought by the Seafarers Pension Plan (“Seafarers” or “Plaintiff”) on behalf of and for the benefit of Boeing and current Boeing stockholders.

YOU ARE FURTHER NOTIFIED, pursuant to Rule 23 of the Rules of the Court of Chancery of the State of Delaware (the “Delaware Court”) and a Scheduling Order of the Delaware Court, of the pendency of the above-captioned putative stockholder class action titled Seafarers Pension Plan v. Robert A. Bradway, et al., C.A. No. 2020-0556-MTZ (the “Delaware Action”), which was brought by Seafarers on behalf of a putative class of Boeing stockholders who held Boeing stock at any time between December 11, 2019 and August 10, 2022 (the “Delaware Settlement Class”).

YOU ARE FURTHER NOTIFIED that, as provided in a Stipulation and Agreement of Compromise, Settlement, and Release (the “Stipulation”) agreed upon by Plaintiff and Federal Defendants and Delaware Defendants (as defined in the Stipulation, collectively, “Defendants”) to resolve the Federal Action and Delaware Action, dated August 10, 2022, Plaintiff and Defendants (collectively, the “Parties”), have reached proposed settlements in both the Federal Action and the Delaware Action, subject to approval of the Federal Court and the Delaware Court.  Pursuant to the Stipulation, as consideration for the Federal Settlement, Defendants shall cause their insurers to make a monetary payment to Boeing of $6.25 million, less the amount of any attorneys’ fee and expense award and service award awarded by the Federal Court.  Also pursuant to the Stipulation, as consideration for the Federal and Delaware Settlements, Boeing shall modify the language of its by-law concerning forum selection to the agreed language set forth in Exhibit A to the Stipulation. 

Additional information concerning the terms of the Settlements, as well as a description of the history of both the Federal Action and Delaware Action and an explanation of stockholders’ legal rights with respect to the Settlements, is provided in the full Notice of Pendency of Derivative and Class Actions, Proposed Settlements of the Actions, and Settlement Hearings (the “Notice”).  The Notice is being sent by mail to record holders of Boeing stock as of the close of business on the date of the Stipulation and Delaware Settlement Class members who were record holders of Boeing stock, or, with respect to such holders who have elected to receive information from Boeing electronically, by electronic means.    Boeing stockholders may also request a copy of the Stipulation and the Notice by contacting counsel listed below.

A hearing regarding the settlement of the Federal Action will be held by the Federal Court (the “Federal Settlement Hearing”) via Zoom on December 14, 2022 at 9:45 a.m.  Videoconference and dial-in information is available on the Federal Court’s docket or by contacting Plaintiff’s Counsel.

At the Federal Settlement Hearing, the Federal Court will be asked to:  (a) determine whether the terms and conditions of the Settlement in the Federal Action, as set forth in the Stipulation, are fair, reasonable, adequate, and in the best interests of Boeing and its stockholders and should be approved by the Federal Court; (b) determine whether the Federal Order and Final Judgment should be entered, dismissing the Federal Action with prejudice, including as against the Federal Defendants, releasing the Released Federal Plaintiff Claims against the Released Defendant Parties, and barring and enjoining prosecution of any and all (i) Released Federal Plaintiff Claims against any and all Released Defendant Parties and (ii) Released Defendant Claims against any and all Released Plaintiff Parties (as such terms are defined in the Stipulation); (c) hear and determine any objections to the Federal Settlement; (d) consider Plaintiff’s petition for an award of attorneys’ fees and expenses and service award (the “Fee and Expense Application”); and (e) rule on other such matters as the Federal Court may deem appropriate.

A hearing regarding the Delaware Action will also be held by the Delaware Court (the “Delaware Settlement Hearing”).  The Delaware Settlement Hearing shall be held at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, on January 5, 2023 at 11:00 a.m.

At the Delaware Settlement Hearing, the Delaware Court will be asked to:  (a) determine whether the terms and conditions of the Settlement in the Delaware Action, as set forth in the Stipulation, are fair, reasonable, adequate, and in the best interests of the Delaware Settlement Class and should be approved by the Delaware Court; (b) determine whether the Delaware Order and Final Judgment should be entered, dismissing the Delaware Action with prejudice, including as against the Delaware Defendants, releasing the Released Delaware Plaintiff Claims against the Released Defendant Parties, and barring and enjoining prosecution of any and all Released Delaware Plaintiff Claims against any and all Released Defendant Parties (as such terms are defined in the Stipulation); (c) for settlement purposes only, certify, on a non-opt out basis, the Delaware Settlement Class, appoint Plaintiff as class representative for the Delaware Settlement Class, and appoint Plaintiff’s Counsel as class counsel for the Delaware Settlement Class; (d) hear and determine any objections to the Settlement; and (e) rule on other such matters as the Delaware Court may deem appropriate. 

Stockholders may, but do not need to, attend either the Federal Settlement Hearing or the Delaware Settlement Hearing. 

Any objections to the proposed Settlement in the Federal Action must be filed with the Federal Court and delivered to counsel for Plaintiff and Defendants such that they are received no later than twenty (20) calendar days before the Federal Settlement Hearing, in accordance with the instructions set forth in the Notice. 

Any objections to the proposed Settlement in the Delaware Action must be filed with the Delaware Court and delivered to counsel for Plaintiff and Defendants such that they are received no later than twenty (20) calendar days before the Delaware Settlement Hearing, in accordance with the instructions set forth in the Notice. 

The Settlements will not become effective until both the Federal Order and Final Judgment and the Delaware Order and Final Judgment are entered by their respective Courts, and both Actions are dismissed.  If approved, the Settlements will resolve all claims in the Federal and Delaware Actions.

Please note:  Because the Federal Action was brought as a derivative action, which means that it was brought on behalf of and for the benefit of Boeing, the benefits from the Federal Settlement will go to Boeing.  Individual Boeing stockholders will not receive any direct payment from the Federal Settlement.  Also, please note that there is no proof of claim form for stockholders to submit in connection with the Settlements, and stockholders are not required to take any action in response to this notice.

DO NOT CALL OR WRITE TO THE FEDERAL COURT, THE OFFICE OF THE CLERK OF THE FEDERAL COURT, THE DELAWARE COURT, OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE.

All questions regarding this notice and the Settlements should be made to the following counsel for Plaintiff:

Contact        
Boeing Media Relations

[email protected] 

SOURCE Boeing

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