Outsiders Could Throw Out Boeing’s Board and CEO

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The chief executive officer of Boeing Co. (NYSE: BA), Dennis Muilenburg, says his company “fell short” on safety measures for its 737 Max. Two crashes of the Boeing plane killed 346 people. The plane likely will not be back in service until the end of the summer. Some pilots claim Boeing should have given them more training. The company has been swamped with lawsuits.

With the company’s share price down 19% in three months, its CEO could lose his job. In a more sweeping move, a large dissident shareholder could move to oust the entire board, along with management.

Like many big companies, Boeing is not controlled by a small group of shareholders that could side with the board in a fight. Based on the most recent proxy, huge investor Vanguard group owns 7.4%, T. Rowe Price owns 5.9%, Newport Trust owns 5.9% and BlackRock owns 5.8%. By comparison, Muilenburg’s ownership and those of the board are very modest. Regardless of how many shares he owns, Muilenburg is fighting for his job.

Boeing is split into two businesses. The 737 is part of its commercial airplane business, which is the part of the company under siege. It also has one of the world’s largest defense division which makes it one of the companies profiting the most from war. 

To oust the Boeing board would take an extremely well-financed dissident shareholder. Carl Icahn is an example. He recently sued Occidental Petroleum for its “misguided” buyout of Anadarko for $57 billion. He effectively forced Xerox to restructure its board. These are only recent moves by an aggressive investor who has been at his work since the 1980s. He has the financial capacity to buy a meaningful percentage of Boeing’s shares.

Nelson Peltz is also in the class of outside shareholder who could effectively attack Boeing’s board. He has recently forced major changes at Procter & Gamble, Mondelez International, and Family Dollar. Peltz also could take a major position in Boeing. His fund can more than afford an investment in the billions of dollars.

One other thing Peltz and Icahn have is the ability to marshal the media, shareholders and sometimes customers against management and the board of a troubled company.

Boeing’s board already has been accused of improper oversight. An outsider can claim, with some conviction, that it should have been aware of the 737 problems. And, management’s actions are likely to make it one of the American companies with the worst reputations. That makes the case for their replacement all the more compelling.


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