The following is being released by The Boeing Company pursuant to an Order of the Court of Chancery of the State of Delaware:
IN RE THE BOEING COMPANY
) Consol. C.A. No. 2019-0907-MTZ
SUMMARY NOTICE OF PENDENCY OF THE ACTION, PROPOSED
SETTLEMENT OF THE ACTION, AND SETTLEMENT HEARING
TO: ALL CURRENT STOCKHOLDERS OF THE BOEING COMPANY
(“BOEING”) AS OF NOVEMBER 5, 2021.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS
ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE
LEGAL PROCEEDINGS IN THE ACTION.
YOU ARE HEREBY NOTIFIED, pursuant to Rule 23.1 of the Delaware Court of Chancery and a Scheduling Order of the Court of Chancery of the State of Delaware (the “Court”), of the pendency of the above-captioned stockholder derivative action (the “Action”), which was brought by Co-Lead Plaintiffs Thomas P. DiNapoli, Comptroller of the State of New York, as Administrative Head of the New York State and Local Retirement System, and as Trustee of the New York State Common Retirement Fund, and the Fire and Police Pension Association of Colorado (together, “Co-Lead Plaintiffs”) on behalf of and for the benefit of Boeing.
YOU ARE ALSO NOTIFIED that, as provided in a Stipulation and Agreement of Compromise, Settlement and Release, dated as of November 5, 2021 (the Stipulation”), Co-Lead Plaintiffs and Defendants (as defined in the Stipulation) have reached a proposed settlement of the Action (the “Settlement”), subject to Court approval. Pursuant to the Stipulation, as consideration for the Settlement, Defendants shall cause their insurers to make a monetary payment of $237.5 million, less the amount of any attorneys’ fees and expenses awarded by the Court in connection with the Settlement, to Boeing, and Boeing shall implement the corporate governance measures set forth in Exhibit A to the Stipulation.
Additional information concerning the Settlement terms, as well as a description of the history of the Action and an explanation of stockholders’ legal rights with respect to the Settlement, is provided in the full printed Notice of Pendency of the Action, Proposed Settlement of the Action, and Settlement Hearing (the “Notice”). The Notice and the Stipulation have been published on Boeing’s public website, available at www.boeing.com/company/general-info/corporate-governance.page#/information, and on a website created by Co-Lead Plaintiffs’ counsel, available at www.boeingderivativesettlement.com. The Notice is also being sent by mail to Boeing stockholders who are record holders of Boeing stock as of the close of business on the date of the Stipulation, or, with respect to such holders who have opted to receive information from Boeing electronically, by electronic means. Boeing stockholders may also request a copy of the Stipulation and Notice by contacting counsel listed below.
A hearing will be held by the Court. The hearing shall be held at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, on February 23, 2022, at 1:30 p.m. (the “Settlement Hearing”).
At the Settlement Hearing, the Court will be asked to: (a) determine whether the Stipulation, and the terms and conditions of the Settlement set forth in the Stipulation, are fair, reasonable, adequate, and in the best interests of Boeing and should be approved by the Court; (b) determine whether an Order and Final Judgment should be entered dismissing the Action and the Consolidated Actions with prejudice, including as against Named Defendants, releasing the Released Claims (as defined in the Stipulation) against the respective Released Parties (as defined in the Stipulation), and barring and enjoining prosecution of any and all Released Claims against any and all respective Released Parties; (c) hear and determine any objections to the Settlement; (d) consider Co-Lead Plaintiffs’ petition for an award of attorneys’ fees and expenses in connection with the Action (the “Fee and Expense Application”); and (e) rule on other such matters as the Court may deem appropriate. Stockholders do not need to attend the Settlement Hearing.
Any objections to the proposed Settlement or the Fee and Expense Application must be filed with the Court and delivered to counsel for Co-Lead Plaintiffs and Defendants such that they are received no later than twenty (20) calendar days before the Settlement Hearing, in accordance with the instructions set forth in the Notice.
Please note: Because the 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 Settlement will go to Boeing. Individual Boeing stockholders will not receive any direct payment from the Settlement. Also, please note that there is no proof of claim form for stockholders to submit in connection with this Settlement, and stockholders are not required to take any action in response to this notice.
DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE
REGISTER IN CHANCERY REGARDING THIS NOTICE
All questions regarding this notice and the Settlement should be made to the following counsel for Co-Lead Plaintiffs:
Steven E. Fineman
Richard M. Heimann
Katherine Lubin Benson
Jeffrey M. Gorris
Christopher M. Foulds
HEIMANN & BERNSTEIN, LLP
HEIMANN & BERNSTEIN, LLP
FRIEDLANDER & GORRIS, P.A.
250 Hudson Street, 8th Floor
275 Battery Street, 29th Floor
1201 North Market Street Suite 2200
New York, New York
San Francisco, California
BY ORDER OF THE COURT