Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

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Annual Meeting Information

For Shareholders as of the close of

business on: February 27, 2014

Location:   The Field Museum

  1400 South Lake Shore Drive

  Chicago, Illinois 60605-2496

  THE BOEING COMPANY

  100 N. RIVERSIDE PLAZA

  MC 5003-1001

  CHICAGO, IL 60606-1596

  ATTN: DANA KRUEGER

You are receiving this communication because you hold common stock of The Boeing Company.

This is not a ballot. You cannot use this notice to vote. This communication presents only an overview of the more complete proxy materials that are available to you on the internet. You may view the proxy materials online at www.proxyvote.com or by scanning the QR code on the reverse side, or you may request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote  

Notice of 2014 Annual Meeting of Shareholders and Proxy Statement and The Annual Report for the year-ended December 31, 2013

How to View Online:

Have the 12-digit number that is printed in the box marked by the arrow    (located on the following page) and visit www.proxyvote.com, or use your smartphone to scan the QR code below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge for requesting a copy. Shareholders may also request paper or e-mail copies of the proxy materials for all future meetings. Please choose one of the following methods to make your request:

                               1) BY INTERNET:         www.proxyvote.com

                               2) BY TELEPHONE:     1-800-579-1639

                               3) BY E-MAIL*:             sendmaterial@proxyvote.com

*  If requesting materials by e-mail, please send a blank e-mail with the 12-digit number that is printed in the box marked by the arrow    (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

Requests for a paper or e-mail copy must be made on or before April 14, 2014 to facilitate timely delivery.

How To Vote  

  Vote By Internet: Go to www.proxyvote.com or scan the QR code above using your smartphone. Have the 12-digit number that is printed in the box marked by the arrow     (located on the following page) available and follow the instructions.

  Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Vote In Person: You may choose to attend and vote in person at the Annual Meeting of Shareholders. A ballot will be provided to shareholders of record who attend the Meeting and wish to vote in person. Please refer to the Proxy Statement available online for admission requirements, as well as directions on how to get to the meeting location. This notice serves as your admission ticket.

         Deadline to Vote By Internet: Your internet vote must be received by 10:59 p.m. CDT on Sunday, April 27, 2014.

The Board of Directors recommends you vote FOR the following 11 director nominees:

1.     Election of Directors

           1a. David L. Calhoun

           1b. Arthur D. Collins, Jr.

           1c. Linda Z. Cook

           1d. Kenneth M. Duberstein

           1e. Edmund P. Giambastiani,  Jr.

           1f. Lawrence W. Kellner

           1g. Edward M. Liddy

           1h. W. James McNerney, Jr.

           1i. Susan C. Schwab

           1j. Ronald A. Williams

           1k. Mike S. Zafirovski

COMPANY PROPOSALS: The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

2.

Approve, on an Advisory Basis, Named Executive Officer Compensation.

3.    

Approve the Amendment and Restatement of The Boeing Company 2003 Incentive Stock Plan.

4.

Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor for 2014.

SHAREHOLDER PROPOSALS: The Board of Directors recommends you vote AGAINST proposals 5, 6 and 7.

5.

6.

7.

Note: In their discretion, the proxies are authorized to vote on such other matters that may properly come before the 2014 Annual Meeting of Shareholders or any adjournment or postponement thereof.