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UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 20549

 

SCHEDULE 14A

 

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of

 

the Securities Exchange Act of 1934 (Amendment No. _____ )

 

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☐	Soliciting Material Pursuant to §240.14a-12

 

BOISE CASCADE COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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March 27, 2020

 

Fellow Shareholders:

 

You are cordially invited to join us for our 2020 annual meeting of shareholders, which will be held on Thursday, May 7, 2020, at 9:30 a.m. Mountain Time, in Meeting Place 1 at the Hyatt Place Boise, 1024 W Bannock St., Boise, ID 83702. The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting.

As we look forward to our 2020 annual meeting of shareholders, it is worth reflecting on the year just completed:

 

Leadership Changes and Board Composition

 

Early in 2019, we executed on our succession plan and experienced a number of leadership changes, including the retirement of two long-term officers, and the promotion of four officers to senior leadership positions. Early this year, the Board elected Nate Jorgensen CEO and director effective after Tom Corrick’s retirement on March 6, 2020. Tom will reach the Company’s mandatory retirement age in 2020. In addition to our senior leadership changes, we were pleased to add Sue Taylor, Chief Information Officer at the Bill & Melinda Gates Foundation, to our Board of Directors. Among her many skills and experiences, Ms. Taylor will add an innovation and technology perspective to our board. The board thanks Tom for his leadership, and we welcome Nate and Sue in their new roles.

 

Industry Dynamics and Impact on Business

 

We continued to experience weak commodity pricing in 2019, primarily driven by low residential construction growth, which drives demand for the products we manufacture, purchase, and distribute, and by the supply and demand imbalances brought on by additional industry capacity. Despite these challenges, both of our businesses executed well with solid growth in Building Materials Distribution and stability in Engineered Wood Products manufacturing, mitigating the overall earnings impact of these challenges. BMD delivered its highest EBITDA since our initial public offering in 2013.

 

Capital Allocation Strategy

 

As a reflection of our progress toward executing our long-term strategy of growing our distribution business and lowering costs in our manufacturing business, we invested $98 million in capital spending including the addition of one new location and two expansions in BMD, as well as major reinvestment in our Chester, SC, plywood operation in 2019. In addition, we returned $54 million to our shareholders through our quarterly dividend and a supplemental one-dollar-per-share dividend. We believe that our continued execution on our long-term growth plan and thoughtful stewardship of your capital will help ensure that you receive the benefits of our strategy and investments in the years to come.

 

Whether or not you plan to attend the annual meeting, your vote is important, and we encourage you to vote your shares promptly. If you will not vote your shares at the meeting, you may vote your shares using a toll-free telephone number or the Internet. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting are contained on the Notice of Internet Availability of Proxy Materials and the proxy card.

 

Sincerely,

Tom Carlile
Board Chair

Mack L. Hogans
Lead Independent Director

 

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Boise Cascade Company
1111 West Jefferson Street
Suite 300
Boise, ID 83702

 

NOTICE OF ANNUAL MEETING
 OF SHAREHOLDERS

 

May 7, 2020, at 9:30 a.m., Mountain Time
Meeting Place 1; Hyatt Place Boise
1024 W. Bannock St., Boise, ID 83702

 

To the Shareholders of Boise Cascade Company:

 

The 2020 annual meeting of shareholders of Boise Cascade Company will be held at the above date, time, and location, for the following purposes:

 

1.

To elect three Class I directors to the Company’s board of directors, each to serve a three-year term;

2.

To hold an advisory vote on the frequency of the advisory vote regarding executive compensation;

3.

To hold an advisory vote to approve executive compensation;

4.

To adopt amendments to the Company’s Certificate of Incorporation to declassify the Board of Directors;

5.

To adopt amendments to the Company’s Certificate of Incorporation to remove governance provisions that are no longer applicable;

6.

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and

7.

To conduct other business properly presented at the meeting.

 

To vote on the matters brought before the meeting, you may submit your proxy vote by telephone or Internet, as described in the Notice of Internet Availability of Proxy Materials and the following proxy statement, no later than 11:59 p.m. Eastern Daylight Time on Wednesday, May 6, 2020 for any shares you hold directly. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. The envelope is addressed to our vote tabulator, Broadridge Financial Solutions, Inc., and no postage is required if mailed in the United States. Holders of record of the Company’s common stock at the close of business on March 9, 2020 are entitled to notice of, and to vote at, the meeting.

 

Many of Boise Cascade’s shareholders received their 2019 proxy materials and annual report electronically. If we mailed you a Notice of Internet Availability of Proxy Materials or a printed copy of our proxy statement and annual report, we encourage you to help us efficiently and cost-effectively communicate with you by receiving these materials by email in the future. You can choose this option by:

 

●

Following the instructions provided on your proxy card or voting instruction form if you received a paper copy of the proxy materials;

●

Following the instructions provided when you vote over the Internet; or

●

Reaching out to your broker for its specific instructions.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2020. The Notice of the Annual Meeting of Shareholders, Proxy Statement, and 2019 Annual Report are available at www.proxyvote.com, as set out in the proxy card, and on page 44 of the proxy statement.

 

By order of the Board of Directors,

Jill Twedt

Vice President, General Counsel and Secretary

Boise, Idaho

March 27, 2020

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TABLE OF CONTENTS

 

PROXY STATEMENT SUMMARY	1
PROPOSALS TO BE VOTED ON	5
Proposal No. 1 – Election of Three Class I Directors	5
Proposal No. 2 – Advisory Vote on Frequency of Advisory Vote Regarding Executive Compensation	9
Proposal No. 3 – Advisory Vote to Approve Executive Compensation	10
Proposal No. 4 – Adoption of Amendments to Certificate of Incorporation to Declassify the Board of Directors	10
Proposal No. 5 – Adoption of Amendments to Certificate of Incorporation to Remove Inapplicable Governance Provisions	11
Proposal No. 6 – Ratification of Independent Accountant for the Year Ending December 31, 2020	11
CORPORATE GOVERNANCE	13
Code of Ethics for Our Board of Directors	13
Corporate Governance Guidelines	13
Director Independence	13
Related-Person Transactions	14
Role of Compensation Consultant	14
Role of Board of Directors in Our Risk Management Processes	14
Risk Analysis of Employee Compensation Policies and Practices	15
Director Selection Process	15
Board and Committee Self-Evaluations	17
Board Governance	17
Communications with Our Board of Directors	17
Corporate Responsibility, Human Capital Management, and Environmental Sustainability	17
BOARD STRUCTURE	19
Board Leadership Structure	19
Executive Sessions and Independent Director Sessions	19
2019 Meeting Attendance	19
Board Committees	20
BOARD COMPENSATION	22
2019 Director Compensation Table	22
STOCK OWNERSHIP	23
AUDIT COMMITTEE REPORT	25
EQUITY COMPENSATION PLAN INFORMATION	26
EXECUTIVE COMPENSATION	27
Compensation Committee Report	27
Compensation Discussion and Analysis	27
Summary Compensation Table	36
2019 Grants of Plan-Based Awards	38
2019 Outstanding Equity Awards at Fiscal Year-End	39
2019 Option Exercises and Stock Vested	40
2019 Pension Benefits	40
2019 Nonqualified Deferred Compensation	41
Potential Payments upon Termination or Change in Control	41
INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS’ MEETING AND VOTING	44
APPENDIX A-1	47
APPENDIX A-2	62

 

 

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PROPOSALS TO BE VOTED ON

PROPOSALS TO BE VOTED ON

Proposal No. 1 - Election of Three Class I Directors

Our board of directors currently consists of three staggered classes of directors, designated as Class I, Class II, and Class III. The director members of, and the term expiration dates for, each class are:

Under the current Certificate of Incorporation, at each succeeding annual shareholders’ meeting, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified or until his or her death, disqualification, resignation, or removal. ⁽²⁾

Director Nominees

Three nominees, Messrs. Carlile, Matula, and McDougall, are standing for election as directors at the annual meeting to hold office for a three-year term expiring in 2023.

Shares will be voted according to shareholder instructions. If no voting instructions are provided, a broker may not vote on the matter. For 2020, our director nominees are running unopposed. Therefore, to be elected to our board of directors in 2020, each director nominee must receive an affirmative vote of the majority of the votes of the shares present in person or by proxy at the meeting of the stockholders and entitled to vote.

The three director nominees have confirmed their availability for election. If any of the director nominees becomes unavailable to serve as a director for any reason prior to the annual meeting, our board of directors may substitute another person as a director nominee. In that case, if a shareholder has voted for the original nominee, those shares will be voted FOR the substitute director nominee.

Additional information follows for the three director nominees and the directors continuing in office, particularly concerning their business experience and qualifications, as well as attributes and skills that led our board to conclude that such person should serve as a director of the Company.

PROPOSALS TO BE VOTED ON

Director Nominees
THOMAS CARLILE Age: 68   Director Since:  2013   Independent   Committees:  None		Biographical Information: Mr. Carlile has been one of our directors since our initial public offering in February 2013, and was a director of our former parent company, Boise Cascade Holdings, L.L.C., from 2009-2013. Before his retirement in 2015, Mr. Carlile served as the Company’s chief executive officer from 2009 to 2015, and as a director of Boise Cascade Holdings, L.L.C. from August 2009 until its dissolution in September 2014. He became a Boise Cascade Company director in February 2013, in connection with our initial public offering, and board chair in March 2015. Mr. Carlile previously served as our executive vice president and chief financial officer from February 2008 to August 2009, following the divestiture of our paper and packaging businesses. From October 2004 to January 2008, he served as our senior vice president and chief financial officer. Mr. Carlile is a current director of IDACORP, Inc. (2014 to present), and its primary subsidiary Idaho Power Company (2014 to present).
	Qualifications: Mr. Carlile’s position as our former chief executive officer with 42 years experience with the Company and its predecessors allows him to advise the board of directors on operational and industry matters affecting the Company.
KRISTOPHER MATULA   Age: 57   Director Since: 2014   Independent   Committees: Compensation Corp. Governance & Nominating		Biographical Information: Mr. Matula is currently a private consultant. Mr. Matula retired from Buckeye Technologies Inc. in 2012, where he served as president, chief operating officer, and a director. Buckeye, a publicly traded producer of cellulose-based specialty products, was acquired by Georgia-Pacific in 2013. During his career at Buckeye, Mr. Matula also served as chief financial officer and head of Buckeye’s nonwovens business. Prior to joining Buckeye in 1994, Mr. Matula was employed by Procter & Gamble Company.
	Qualifications: Mr. Matula’s experience as president, chief operating officer, and director provides insight on strategic and operational issues, and valuable business knowledge. He also provides relevant industry experience and strong corporate governance and compliance skills to our board of directors.
DUANE MCDOUGALL   Age: 68   Director Since: 2013   Independent   Committees: Audit Compensation		Biographical Information: Mr. McDougall was the board chair of Boise Cascade Holdings, L.L.C. from December 2008 until 2013, and also was a director of Boise Cascade Holdings, L.L.C. from 2005 to 2008. He became a Boise Cascade Company director and board chair in February 2013 in connection with our initial public offering. Mr. McDougall also served as an interim chief executive officer of Boise Cascade, L.L.C. from December 2008 to August 2009. Prior to joining our company, Mr. McDougall was president and chief executive officer of Willamette Industries, an international paper and forest products company, until its sale in 2002. During his 23-year career with Willamette, Mr. McDougall held numerous operating and finance positions with increasing responsibilities before becoming president and chief executive officer. Mr. McDougall is a current director of The Greenbrier Companies, Inc. (2003 to present), and StanCorp Financial Group, Inc. (2009 to present; publicly traded until 2016).
	Qualifications: Mr. McDougall’s experience as a chief executive officer of a major forest products company provides our board of directors with valuable insight on operational and industry issues. He also provides strong accounting and financial expertise to our board.

PROPOSALS TO BE VOTED ON

Directors Continuing in Office
Class II
RICHARD FLEMING   Age: 72   Director Since: 2013   Independent   Committees: Audit		Biographical Information: Mr. Fleming was the executive vice president and chief financial officer of USG Corporation from 1999 until his retirement in 2012. USG is a manufacturer of high performance building systems for the construction and remodeling industries. Prior to joining USG, Mr. Fleming was employed by Masonite Corporation, which was acquired by USG in 1984. During his 39-year career with Masonite and USG, Mr. Fleming held various operating and finance positions and was USG’s chief financial officer for approximately 18 years. Mr. Fleming is the board chair of Columbus McKinnon Corporation (director: 1999 to present), and he also assumed the role of Interim CEO on January 10, 2020, until a new Chief Executive Officer is hired.
	Qualifications: Mr. Fleming provides strong financial skills to our board of directors, and has relevant industry experience.
MACK HOGANS   Age: 71   Director Since: 2014   Independent   Committees: Corp. Governance & Nominating		Biographical Information: Mr. Hogans currently serves as lead independent director. Mr. Hogans was senior vice president of corporate affairs with Weyerhaeuser Company, a New York Stock Exchange-listed timberlands and wood products company, until his retirement in 2004. Mr. Hogans currently operates a consulting services business. Prior to joining Weyerhaeuser in 1979, Mr. Hogans was employed by the U.S. Forest Service, Maryland National Capital Parks & Planning Commission, and the National Park Service.
	Qualifications: Mr. Hogans has relevant industry experience and provides strong corporate governance and compliance skills to our board of directors.
NATE JORGENSEN   Age: 55   Director Since: 2020   Non-Independent   Committees: None		Biographical Information: On March 6, 2020, Mr. Jorgensen filled the board seat vacated by Tom Corrick on March 6, 2020, and is not an independent director. He has served as our chief executive officer since March 6, 2020. He serves on no committees. Prior to his position as CEO, he served in various roles, including chief operating officer, and senior vice president of engineered wood products in our Wood Products segment. Prior to joining Boise Cascade in 2015, Mr. Jorgensen was employed with Weyerhaeuser Company, a NYSE-listed timberlands and wood products company, as Vice President of Distribution.
	Qualifications: Mr. Jorgensen has over 30 years of industry experience in manufacturing and distribution. As chief executive officer, he is also able to provide valuable insight on the Company, as well as operational and financial information that is critical to board discussions.

PROPOSALS TO BE VOTED ON

CHRISTOPHER MCGOWAN   Age: 48   Director Since: 2013   Independent   Committees: Audit		Biographical Information: Mr. McGowan currently serves as the chair of our audit committee. He became a Boise Cascade Company director in February 2013 in connection with our initial public offering. Prior to February 2013, he was a director of our former parent company, Boise Cascade Holdings, L.L.C., from 2004 to 2013. In August 2014, he became a general partner of CJMV-GMC-AHSS, L.P. (d/b/a Autism Home Support Services, Inc.), a provider of therapy and counseling services for children with autism. In 2012, Mr. McGowan began teaching at The University of Chicago Booth School of Business and currently serves as an Adjunct Professor, Investor in Residence, and Faculty Adviser. In September 2011, he became a general partner of CJM Ventures, L.L.C. and OPTO Holdings, L.P. (d/b/a/ OPTO International, Inc.). From 1999 until 2011, he was employed by Madison Dearborn Partners, L.L.C. and served as a managing director concentrating on investments in the basic industries sector. Prior to joining Madison Dearborn, Mr. McGowan was with AEA Investors, Inc. and Morgan Stanley & Co. Incorporated. Mr. McGowan is a current director of Cedar Capital, LLC, a registered investment adviser that operates registered investment companies (2012 to present).
	Qualifications: Mr. McGowan provides strong financial and governance skills to our board of directors.
Class III
STEVEN COOPER   Age: 57   Director Since: 2015   Independent   Committees: Audit		Biographical Information: Mr. Cooper is currently the board chair and retired chief executive officer of TrueBlue, Inc., a New York Stock Exchange-listed industrial staffing company based in Tacoma, Washington. Prior to joining TrueBlue in 1999, Mr. Cooper held various professional positions at Arthur Andersen, Albertsons, and Deloitte.
	Qualifications: Mr. Cooper’s experience as a chief executive officer and, as a director, provides insight on strategic and operational issues and valuable business knowledge. He also provides strong accounting and financial expertise and experience in workforce management to our board.
KAREN GOWLAND   Age: 61   Director Since: 2014   Independent   Committees: Compensation Corp. Governance & Nominating		Biographical Information: Ms. Gowland currently serves as the chair of the compensation committee. Before her retirement in March 2014, Ms. Gowland was the senior vice president, general counsel and corporate secretary for Boise Inc. from August 2010 until its acquisition by Packaging Corporation of America in late 2013. Boise Inc. was a manufacturer of packaging and paper products. From February 2008 to July 2010, she served as Boise Inc.’s vice president, general counsel and secretary. From October 2004 to February 2008, Ms. Gowland served as vice president, general counsel and corporate secretary of Boise Cascade, L.L.C. During her 30 years in the forest products industry, Ms. Gowland held various legal and compliance positions, which included over 15 years of experience as a corporate secretary for various public and private entities in the forest products industry.
	Qualifications: Ms. Gowland has relevant industry and company experience and provides strong corporate governance and compliance skills to our board of directors.

PROPOSALS TO BE VOTED ON

DAVID HANNAH   Age: 68   Director Since: 2014   Independent   Committees: Compensation Corp. Governance & Nominating		Biographical Information: Mr. Hannah is currently a director and formerly the chief executive officer and executive chair of Reliance Steel & Aluminum Co., a New York Stock Exchange listed operator of metals service centers. Prior to joining Reliance in 1981, Mr. Hannah held various professional positions at Ernst & Whinney, a predecessor firm to Ernst & Young, LLP. Mr. Hannah is a certified public accountant.
	Qualifications: Mr. Hannah’s experience as a chief executive officer of a major distribution company provides valuable insight on operational and industry issues. He also provides strong accounting and financial expertise to our board.
SUE TAYLOR   Age: 62   Director Since: 2019   Independent   Committees: Audit		Biographical Information: Ms. Taylor is currently the chief information officer for the Bill and Melinda Gates Foundation in Seattle, Washington. Prior to joining the foundation in 2016, Ms. Taylor was vice president of Applications and Project Management Office at Honeywell Automation and Control Solutions, where she delivered global integrated system platforms. Prior to joining Honeywell in 2014, she served as chief information officer at Intermec, where she led the company’s IT and enterprise business analytics and headed integration and operational excellence for all IT systems when Intermec was acquired by Honeywell.
	Qualifications: Ms. Taylor’s experience as chief information officer provides insight on strategic and operational issues and valuable business knowledge, particularly as it relates to technology innovation, information security and controls, and implementation of enterprise-wide systems.

Proposal No. 2 – Advisory Vote on Frequency of Advisory Vote Regarding Executive Compensation

Pursuant to Section 14A of the Securities Exchange Act of 194 (Exchange Act), we are providing our shareholders with the opportunity to cast a nonbinding advisory vote on the frequency with which shareholders will vote to approve, on a nonbinding advisory basis, the overall executive compensation policies and procedures employed by us for our named executive officers. Shareholders will have the opportunity to cast an advisory vote on whether the advisory vote on executive compensation should occur every 1, 2 or 3 years. Shareholders may also abstain from voting on the matter.

The proxy card provides shareholders with the opportunity to choose among four options (holding the vote every 1, 2, or 3 years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the recommendation of our board of directors.

We are proposing an annual shareholder vote regarding our executive compensation program because we believe it supports stronger corporate governance by providing an avenue for shareholders to more frequently express their views on our compensation policies and procedures.

Your vote is important to us. Although this advisory vote is nonbinding, the compensation committee and our board of directors will review the results of the vote and take them into account when considering the frequency of the advisory vote on executive compensation.

PROPOSALS TO BE VOTED ON

Proposal No. 3 - Advisory Vote to Approve Executive Compensation

Pursuant to Section 14A of the Exchange Act, we are providing our shareholders with the opportunity to cast a nonbinding advisory vote regarding the compensation of our named executive officers. Our compensation philosophy is designed to emphasize a focus on total compensation, with a large portion of our named executive officers’ pay being performance-based and considered variable, “at risk,” and aligned with shareholder interests. We seek to pay for performance so that we can recruit and retain the talented employees necessary to drive superior financial and operational results. We view our compensation program as a strategic tool that supports the successful execution of our business strategy and reinforces a performance-based culture. Our board of directors has agreed to hold this nonbinding advisory vote on an annual basis, with the next vote expected to occur at the 2021 annual meeting of shareholders.

Shareholders are urged to read the Compensation Discussion and Analysis section in this proxy statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The compensation committee and our board of directors believe these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals. Our board of directors has determined the best way to allow shareholders to vote on our executive compensation is through the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables, and narrative discussion in this proxy statement, is hereby APPROVED.

Your vote is important to us. Although this advisory vote is nonbinding, the compensation committee and our board of directors will review the results of the vote. The compensation committee will consider our shareholders’ preferences and take them into account in making future determinations concerning our executive compensation.

Proposal No. 4 – Adoption of Amendments to Certificate of Incorporation to Declassify the Board of Directors

The following discussion summarizes the proposed amendments. A full copy of the proposed Amended and Restated Certificate of Incorporation, as amended by this Proposal No. 4, can be found at the end of this proxy statement as Appendix A-1 (with additions shown as underlined, and deletions shown as struck through).

We are providing our shareholders with the opportunity to vote to amend Article Six, of our Certificate of Incorporation to remove Section 3, which establishes three classes of directors, and amend Section 4, to be renumbered Section 3, to remove classification of directors over three years, pursuant to which directors will be up for annual election when their current three year terms expire. If approved, the first class of directors up for an annual election will be our class II directors in 2021. Thereafter, our class II and III directors will be up for annual election in 2022. And, finally, in 2023 all directors will be up for annual election. In the case of any vacancy on the board occurring after the 2020 annual meeting created by an increase in the number of directors, the vacancy would be filled through an interim election by the board with the new director to serve a term ending at the next annual meeting. Vacancies created by resignation, removal, or death would be filled by election by the board of a new director to serve until the end of the term of the director being replaced. This proposal would not change the present number of directors or the board’s authority to change that number and to fill any vacancies or newly created directorships.

Our board of directors has weighed the merits of both a classified board of directors and an annually-elected board of directors. In conducting its evaluation, the board of directors considered the advantages of a classified board structure, such as promoting board stability and continuity, providing a greater opportunity to protect the interests of stockholders in the event of an unsolicited takeover offer, and reinforcing a commitment to long-term perspectives and value creation for our stockholders. The board of directors also considered the corporate governance trend and investment community expectation towards annual elections of directors for the opportunity to annually elect directors and create an avenue for shareholders to more frequently express their views both on individual directors and on the performance of the board as a whole.

PROPOSALS TO BE VOTED ON

These amendments to our Certificate of Incorporation requires a favorable vote of two-thirds of the shares outstanding.

Proposal No. 5 – Adoption of Amendments to Certificate of Incorporation to Remove Inapplicable Governance Provisions

The following discussion summarizes the proposed amendments. A full copy of the proposed Amended and Restated Certificate of Incorporation, as amended by this Proposal No. 5, can be found at the end of this proxy statement as Appendix A-2 (with additions shown as underlined, and deletions shown as struck through).

We are providing our shareholders with the opportunity to vote to amend our Certificate of Incorporation to remove governance provisions that are no longer applicable to the company.

Further, Articles Six, Eight and Ten contain provisions regarding governance matters prior to the “Trigger Date.” The “Trigger Date” was defined in that section as the first date on which Madison Dearborn Partners L.L.C. ceased to beneficially own (directly or indirectly) at least a majority of the voting power of the then outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors. The Trigger Date occurred on July 24, 2013 and, therefore, all provisions relevant only to the period “prior to the Trigger Date” (including references to the “Trigger Date”) are no longer applicable. Further, references to “from and after the Trigger Date” are no longer necessary.

In addition, Article Nine provides additional protections to the previous private equity owners, Madison Dearborn Partners, LLC (“MDP”), regarding their service on the Boise Cascade board and concerning corporate opportunities and related matters. As of February 27, 2015, there are no longer any MDP representatives on our board and, therefore, Article Nine is no longer necessary.

The remaining proposed amendments conform the Certificate of Incorporation to account for the deletion of articles and sections, and remove Article Four, Section Two, which provided for the conversion of the common units of the Company’s predecessor entity into shares of the Company’s Common Stock, and Article Thirteen, which identifies the original sole incorporator of the Company. The amendments to remove Article Nine require a favorable vote of eighty percent (80%) of the shares outstanding. The other amendments require a favorable vote of two-thirds of the shares outstanding. If more than two-thirds, but less than eighty percent, of the shares outstanding vote in favor of this Proposal No. 5, then only those amendments applicable to the removal of the aforementioned governance provisions other than Article Nine will be adopted, and those amendments to remove Article Nine, including any conforming changes to account for the proposed removal of Article Nine as set forth in Appendix A-2, will not be adopted. If at least eighty percent of the shares outstanding vote in favor of this Proposal No. 5, then all of the proposed amendments contemplated under this proposal as set forth in Appendix A-2 will be adopted.

Proposal No. 6 - Ratification of Independent Accountant for the Year Ending December 31, 2020

The audit committee of our board of directors is responsible for the engagement of our independent auditor and has appointed KPMG LLP (KPMG) in that capacity, effective February 19, 2020.

Although ratification is not required by our bylaws or otherwise, our board of directors is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on our independent registered public accounting firm. If the appointment of KPMG is not ratified, the audit committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement, but may ultimately

PROPOSALS TO BE VOTED ON

determine to continue the engagement of the firm or another audit firm without resubmitting the matter to shareholders. Even if the selection of KPMG is ratified, the audit committee may, in its sole discretion, change the appointment at any time during the year if it determines a change would be in the best interests of the Company and our shareholders.

It is expected that one or more representatives of KPMG will be present at our annual meeting to answer questions. They will also have the opportunity to make a statement if they desire to do so.

For information on the services KPMG has provided for us in 2019, please refer to the audit committee report at page 25.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Code of Ethics for Our Board of Directors

The Boise Cascade Company Code of Ethics (Code of Ethics) applies to our directors and all of our employees. We have a toll-free reporting service available that permits employees to confidentially report violations of our Code of Ethics or other issues of significant concern. We have an email link to our board of directors on our website by selecting About Us at the top of the page, selecting Contact Us, and then Board of Directors in the drop-down box on the next page. Communications sent by email are not confidential and are first reviewed by the company’s general counsel and chief financial officer.

If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics by posting the required information on our website.

You may view a copy of our Code of Ethics by visiting our website at www.bc.com and selecting Investors at the bottom of the page, then Code of Ethics.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines (Guidelines) to assist the board in exercising its responsibilities. The Guidelines reflect our board’s commitment to monitor the effectiveness of policy and decision-making, both at the board and management levels. Our board of directors believes the Guidelines will enhance our ability to achieve our goals and long-term success and will assist us in increasing shareholder value. The Guidelines are in addition to and are not intended to change or interpret any federal or state law or regulation, including the Delaware General Corporation Law, our Certificate of Incorporation or bylaws, or the rules of the New York Stock Exchange (the NYSE). Our board of directors may modify the Guidelines from time to time on the recommendation of the corporate governance and nominating committee and as deemed appropriate by our board of directors.

You may view a complete copy of the Guidelines by visiting our website at www.bc.com and selecting Investors, then Leadership and Governance, and then Corporate Governance Guidelines.

Director Independence

Our directors believe board independence is important and is key for the board to function properly, allowing it to provide appropriate oversight and maintain managerial accountability.

We list our common stock on the NYSE. The NYSE rules require that a majority of our directors be independent from management and all members of our board committees be independent. For a director to be independent under the NYSE’s rules, our board must determine affirmatively that he or she has no material relationship with the company. Additionally, he or she cannot violate any of the bright line independence tests set forth in the NYSE listing rules that would prevent our board of directors from determining that he or she was independent. These rules contain heightened independence tests for members of our audit and compensation committees. Our board of directors will broadly consider all relevant facts and circumstances to determine the independence of any director, in accordance with the NYSE listing rules.

To assist in making this determination, our board adopted the NYSE’s independence standards, set forth in the NYSE listing rules and Rules 10A-3 and 10C-1 under the Exchange Act. For purposes of these standards, we include Boise Cascade Company and its consolidated subsidiaries.

Our board has determined that Ms. Gowland, Ms. Taylor, and Messrs. Carlile, Cooper, Fleming, Hannah, Hogans, Matula, McDougall, and McGowan are independent directors as defined under the NYSE’s listing standards. These directors constitute a majority of our board of directors and represent all of our committee members. In making its independence determination, our board considered the relationships disclosed in the Related-Person/Party Transactions section below.

Additionally, our board of directors has determined that (i) each member of the audit committee meets the heightened independence standards for audit committee service under the NYSE listing rules and Rule 10A-3 under the Exchange Act; and (ii) each member of the compensation committee meets the heightened independence standards for compensation committee service under the NYSE listing rules and Rule 10C-1 under

CORPORATE GOVERNANCE

the Exchange Act. Further, because our board chair was not independent under the NYSE listing standards until three years after his retirement as CEO, our board appointed the chair of the Governance and Nominating Committee, Mack Hogans, as its lead independent director.

Our board of directors and its committees can retain, at their sole discretion and at our expense, independent financial, legal, compensation, or other advisors to represent the independent interests of our board of directors or its committees.

Related-Person Transactions

Our written policy regarding transactions with related persons requires that a “related person” (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our general counsel any “related person transaction” (defined as any transaction that is reportable by us under Item 404(a) of Regulation S-K in which we are or will be a participant and the amount involved exceeds $120,000, and in which any related person has or will have a direct or indirect material interest) in which such related person has or will have a direct or indirect material interest and all material facts with respect thereto. The general counsel will promptly communicate such information to our audit committee or another independent body of our board of directors. No related-person transaction will be entered into without the approval or ratification of our audit committee or another independent body of our board of directors. It is our policy that directors recuse themselves from any discussion or decision affecting their personal, business, or professional interests. Our policy does not specify the standards to be applied by our audit committee or another independent body of our board of directors in determining whether to approve or ratify a related-person transaction. There were no related-person transactions in 2019, and no family relationships existed between any of our directors and executive officers.

Role of Compensation Consultant

The compensation committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”), as its independent compensation consultant to assist the committee in discharging its responsibilities. Prior to retaining FW Cook, the compensation committee considered that FW Cook does not provide any other services to the Company or management and determined that there was no conflict of interest according to the factors the compensation committee determined to be relevant, including the independence factors enumerated by the NYSE.

Role of Board of Directors in Our Risk Management Processes

Our board of directors oversees the risk management activities designed and implemented by our management. The board of directors executes its oversight responsibility for risk management both directly and through its committees. Through our enterprise risk management review, the board of directors also considers specific risk topics, including risks associated with our strategic plan, business operations, cybersecurity, and capital structure. In addition, the board of directors receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our board of directors delegates to the audit committee oversight of our risk management process. Our other board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full board of directors as appropriate, including when a matter rises to the level of a material- or enterprise-level risk.

Our internal audit department annually develops a risk-based audit plan that is reviewed with the audit committee, along with the results of internal audit reviews and activities. The internal audit department also maintains a high level assessment of risks and controls for key operations, functions, processes, applications, and systems within the Company. The audit committee meets a number of times each year with our director of internal audit, our chief financial officer, and our controller. The audit committee also meets at least once per year with our director of IT to discuss security as it relates to our data systems.

We have in place a number of independent assurance activities responsible for assessing whether our risk response activities are in place and working effectively, including, but not limited to, data security, data privacy, environmental, and safety audits.

CORPORATE GOVERNANCE

Risk Analysis of Employee Compensation Policies and Practices

We reviewed our compensation policies and practices for our employees and determined these policies and practices do not induce our employees to take unacceptable levels of business risk for the purpose of increasing their incentive plan awards at the expense of shareholder interests. Some of the considerations in making this determination were:

Director Selection Process

Our corporate governance and nominating committee is responsible for, among other matters:

Through this process, members of the corporate governance and nominating committee consult with our board chair and accept nominee recommendations from other directors and/or shareholders in accordance with the terms of our Certificate of Incorporation and our bylaws. The invitation to join our board of directors is extended by our board of directors through our board chair and lead independent director.

In 2019, the board conducted a search for a new director to fill a newly created board seat. Members of the corporate governance and nominating committee, including our lead independent director, accepted nominee recommendations from other directors and worked with an independent consulting firm, BoardReady, to identify qualified candidates. The team narrowed the pool and interviewed three candidates with members of the corporate governance and nominating committee and management. Messrs. Carlile and Hogans extended the invitation to Sue Taylor to join our board, and she was elected in October.

CORPORATE GOVERNANCE

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Suitability of Candidates

 

In evaluating the suitability of candidates, in addition to our ongoing and emerging business needs, our board of directors and corporate governance and nominating committee consider many factors, including a candidate’s:

 

●

Experience as a senior officer in a public company, or substantial private company, or other comparable experience;

 

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Experience as a director of a public company;

 

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Breadth of knowledge about issues affecting the Company and/or its industry;

 

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Expertise in finance, logistics, manufacturing, law, human resources, cybersecurity, technology and innovation, or marketing or other areas that our board determines are important areas of needed expertise; and

 

●

Personal attributes that include integrity and sound ethical character, absence of legal or regulatory impediments, absence of conflicts of interest, demonstrated track record of achievement, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to our board of directors and its committees, and willingness to assume broad/fiduciary responsibilities on behalf of all shareholders.

 

The corporate governance and nominating committee is committed to a highly functioning board where the composition is reflective of the long-term strategy of the business, and makes decisions primarily on the basis of skills, qualifications, and experience.

Consideration of Diversity in Nomination Process

 

Our current board of nine men and two women has a rich mixture of educational, professional, and experiential diversity. As opportunities to appoint new directors become available, in addition to the factors set forth above, our board of directors will consider other factors, including gender, racial, ethnic, and global diversity for director recruitment to continue enriching our board’s diverse perspectives.

 

Director Diversity

 

 

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CORPORATE GOVERNANCE

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Shareholder Nominations for Directors

 

In accordance with our bylaws, the corporate governance and nominating committee will consider shareholder nominations for directors (please refer to the Shareholder Proposals for Inclusion in Next Year’s Proxy Statement section in this proxy statement for related instructions, page 45). We did not receive any shareholder nomination or recommendation for a director in connection with the 2020 annual meeting. Other than the procedures set forth in our bylaws, the corporate governance and nominating committee has not adopted formal policies regarding shareholder nominations for directors because the committee does not believe such policy is necessary for the consideration of shareholder nominations.

 

Board and Committee Self-Evaluations

 

In December of each year, our directors complete written evaluation forms to conduct an evaluation of the overall effectiveness of our board of directors, its committees and each director. The evaluations are provided to the directors by, and returned to, the corporate secretary’s office. The board chair and lead independent director review the directors’ responses and provide the individual board members, the corporate governance and nominating committee, and the full board with an assessment of the performance of the board and its committees. The directors then discuss the results and proposed actions for improvement or change in executive session. The board chair and lead independent director also have one-on-one discussions as necessary with each director about the feedback received. The blank survey forms are also provided to KPMG as a part of the Annual Financial Statement Audit.

 

The purpose of the Board, Committee(s), and Individual Director surveys is to continually improve board performance. In 2019, the governance and nominating committee reviewed and updated the board, committee and individual evaluation forms to provide additional clarity and improve the process.

 

Board Governance

 

The board believes that wider perspective and best practices learned by board members serving in other public directorships must be balanced against the time commitment that service on boards entails. Therefore, our Guidelines include an overboarding policy whereby our non-employee directors are limited to no more than three public boards, in addition to ours, and our chief executive officer to one additional public board. You can view the Guidelines by visiting our website at www.bc.com and selecting Investors, Leadership and Governance and then Corporate Governance Guidelines.

 

Communications with Our Board of Directors

 

Shareholders and other interested parties may contact our board of directors, or any of its committees, non-management directors or any individual directors by writing to the board chair of the corporate governance and nominating committee, at the address or email address shown below. All correspondence will be referred to the chairman of the governance and nominating committee, the board chair, and our general counsel.

 

Boise Cascade Company
Attention: Chair of the Corporate Governance and Nominating Committee
c/o General Counsel
1111 West Jefferson Street, Suite 300
Boise, ID 83702

 

Email: legaldepartment@bc.com

 

Shareholders and other interested parties may also contact our board of directors by going to our website, www.bc.com, and selecting Contact at the top of the page, then selecting Board of Directors in the drop down box.

 

Corporate Responsibility, Human Capital Management, and Environmental Sustainability

 

Our purpose is to bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time. We are a business built on relationships. Our core values guide our actions, unite our employees, and define our brand. We care about relationships with our teammates, customers, suppliers, shareholders, and the communities where we operate. We strive to create a diverse and inclusive workplace environment as a way of living our core values of Respect and Pursuit of Excellence where we cultivate a climate of mutual respect, camaraderie, and teamwork. We further believe it is our responsibility as an employer

 

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CORPORATE GOVERNANCE

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and community leader to have a positive influence in the communities where we work and live.

 

Boise Cascade considers environmental responsibility an integral component of our wood products manufacturing and building materials distribution businesses. Through conservation and sustainable practices, we actively contribute to the responsible use and protection of the natural environment, which benefits our employees, our customers, and the communities where we work and live in. We are committed to implementing and achieving sustainable forestry where we procure raw material from other forest landowners, wood suppliers, and manufacturers. Further, we are committed to continually achieve compliance to certification standards, employing management practices within our operations, and promoting sustainable practices.

 

The board’s governance and nominating committee is primarily responsible for reviewing environmental, social, and governance (ESG) matters, but similar to risk oversight, the full board participates in the process. At each board meeting, management updates the governance and nominating committee on current ESG topics and issues that impact the company. On an annual basis, the committee is provided with a more in-depth review of ESG topics by either management or a third-party consultant.

 

Additional information on our environmental sustainability, and human capital management practices can be found by going to our website, www.bc.com, and selecting About Us at the top of the page and navigating to Corporate Responsibility.

 

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EQUITY COMPENSATION PLAN INFORMATION

Fees Paid to KPMG

The following table presents the aggregate fees billed by KPMG to us for services rendered for the years ended December 31, 2018 and 2019, as approved by the audit committee:

Policies and Procedures for Preapproval of Audit and Non-audit Services

The audit committee’s charter provides that all audit and non-audit services to be performed for the company by KPMG be preapproved. Our controller monitors services provided by KPMG and overall compliance with the preapproval policy and reports periodically to the audit committee on the status of outstanding engagements, including actual services provided and associated fees. Our controller must promptly report any noncompliance with the preapproval policy to the chair of the audit committee.

During 2019, all services by our independent registered public accounting firm were preapproved by the audit committee in accordance with this policy.

EQUITY COMPENSATION PLAN INFORMATION

Shareholders approved the 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan) in 2016, which replaced the 2013 Incentive Plan (the 2013 Incentive Plan). All new awards are made under the 2016 Incentive Plan, and no additional awards may be granted under the 2013 Incentive Plan. The following table provides information about our equity compensation plans as of December 31, 2019:

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Compensation Committee Report

The compensation committee of the board of directors of Boise Cascade Company (Company) has reviewed and discussed the following Compensation Discussion and Analysis (CD&A) required by Item 402(b) of Regulation S-K with the Company’s management. Based on this review and discussion, the compensation committee has recommended to the Company’s board of directors that the CD&A be included in this proxy statement and referenced in the Company’s Annual Report for the year ended December 31, 2019.

Respectfully submitted,

The Compensation Committee
Karen E. Gowland, committee chair
David H. Hannah
Kristopher J. Matula
Duane C. McDougall

Compensation Discussion and Analysis

This CD&A describes the 2019 compensation program for our executive officers, particularly our named executive officers who are listed below, along with the positions they held with the Company as of December 31, 2019:

EXECUTIVE COMPENSATION

During 2019, the compensation committee reviewed the officer base salaries, the Company’s STIPs, LTIP, FW Cook’s fees, and the proposed peer group for 2019 compensation discussions. The compensation committee reviewed and reapproved the company’s compensation philosophy as it appears in this proxy statement.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Actual 2019 payouts under the STIP to the named executive officers are set forth below:

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Role of Tax Considerations

Section 162(m) of the tax code limits the tax deductibility of compensation paid to our chief executive officer and certain other executive officers to $1 million per officer in any taxable year. Effective for taxable years beginning after December 31, 2017, the exception from Section 162(m)’s deduction limit for “performance-based” compensation has been repealed, unless the compensation qualifies for certain transition relief. The compensation committee retains the flexibility and discretion to structure compensation programs and authorize compensation that may not be deductible, including as a result of the changes made to Section 162(m) of the tax code, as described above. This flexibility is necessary for elements of the Company’s success, such as attracting and retaining talented executives and rewarding achievement of the Company’s strategic objectives.

Summary Compensation Table

The following table presents compensation information for Messrs. Corrick, Rancourt, Jorgensen, Stokes, and Brown for 2019, and where applicable 2018, and 2017:

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

2019 Grants of Plan-Based Awards

The following table presents information concerning each grant of a non-equity and equity award made to our named executive officers in 2019 under our STIP and 2016 Incentive Plan.

EXECUTIVE COMPENSATION

2019 Outstanding Equity Awards at Fiscal Year-End

The following table presents information concerning the 2019, 2018, and 2017 awards made to our named executive officers under the 2016 Incentive Plans that had not vested as of December 31, 2019.

EXECUTIVE COMPENSATION

2019 Option Exercises and Stock Vested

The following table reflects the number of options exercised and stock awards vested in 2019:

2019 Pension Benefits

Pension benefits for officers are frozen, and no additional benefits are being earned. The following table reflects the present value of accumulated benefits payable, including the number of years of service credited to each of the officers who are participants in the Boise Cascade Pension Plan under our defined benefit pension plans. No amounts were distributed to any of them during 2019 under the BCPP, the SUPP, or the SERP. For more information concerning our pension plans, see “Boise Cascade Pension Plan” under “Other Compensation and Benefit Plans” in the CD&A in this proxy statement.

EXECUTIVE COMPENSATION

2019 Nonqualified Deferred Compensation

Earnings on contributions and preexisting plan balances continued to accrue during 2019 in accordance with the terms of the deferred compensation plan. No withdrawals or distributions were made from the plan by any of our named executive officers during 2019. In 2019, contributions to the deferred compensation plan received from the Company included a 4% base contribution and applicable discretionary contribution to simulate the base contribution and discretionary contribution in the 401(k) plan. Aggregate earnings and year-end plan balances are each of the named executive officers who participate in the plan are disclosed in the table below:

For more information concerning our nonqualified deferred compensation plan, see “Nonqualified Deferred Compensation” under “Other Compensation and Benefit Plans” in this proxy statement.

Potential Payments upon Termination or Change in Control

The following tables reflect an estimate of the compensation the Company would have been required to pay to each of its named executive officers under the compensation plans, contracts, agreements, and arrangements between each such individual and the Company for:

The amounts shown assume that such termination or change in control was effective as of December 31, 2019. The actual amounts the Company would have been required to pay on other dates may be determined only at the time of separation from the Company or the change in control and will accordingly vary from those disclosed here, which are based on a hypothetical December 31, 2019, termination. The amounts disclosed here do not include amounts earned by the named executive officer through that time as base salary, any bonuses approved by the compensation committee prior to that date, and payments earned prior to that date such as 2019 awards earned pursuant to our STIP because neither their amount nor the timing of the payment is affected by the fact or the nature of the termination of employment. In addition, the disclosure does not include amounts payable pursuant to the 401(k), deferred compensation, or pension plans, which are disclosed elsewhere in the CD&A and accompanying tables.

The availability of severance payments and continued healthcare and insurance benefits beyond termination of employment is contractually conditioned for each of our named executive officers on their provision to the Company of a release of claims arising from their employment and the termination thereof and their performance of contractual

EXECUTIVE COMPENSATION

confidentiality, non-solicitation, and non-disparagement obligations contained in their employment or severance agreements with the Company, as well as payment of applicable contributions for healthcare and insurance benefits. The payments described in the tables and textual materials that follow are provided by severance agreements and the terms of the 2016 Incentive Plan. For a description of these contractual arrangements, see “LTIPs” and “Agreements with Named Executive Officers” in the CD&A.

Thomas Corrick

Wayne Rancourt⁽⁵⁾

Nate Jorgensen

EXECUTIVE COMPENSATION

Nick Stokes

Mike Brown

INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS’ MEETING AND VOTING

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Thomas Corrick, our chief executive officer:

For 2019, our last completed fiscal year:

Based on this information, we estimate that the annual total compensation of Mr. Corrick, our chief executive officer, was approximately 75 times that of our median employee in 2019.

We identified our median employee by preparing a list of all our employees (excluding our chief executive officer and our employees in the UK and Canada) as of December 31, 2019. We then collected the information necessary to calculate Medicare taxable income for the year ended December 31, 2019, as will be reported to the IRS on Form W-2 for the employees included in such list.

We did not include our employees in Canada or the United Kingdom in determining our median employee, as they accounted for less than 5% of our total employee population as of December 31, 2019. As of December 31, 2019, we had a total of 6,000 employees, comprised of 5,868 U.S.-based employees, 131 employees in Canada, and 1 employee in the United Kingdom.

The pay ratio included above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and the methodology described above. The SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS’ MEETING AND VOTING

Internet Availability of Proxy Materials, Annual Reports, and Other Reports and Policies

You may view a complete copy of our proxy statement and 2019 Annual Report by visiting www.proxyvote.com. Please have your 12-digit control number available. Your 12-digit control number can be found on your Notice of Internet Availability of Proxy Materials. If you received a paper copy of your proxy materials, your 12-digit control number can be found on your proxy card or voting instruction card.

You may view complete copies of all of our SEC filings, including Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and certain financial information, by visiting our website at www.bc.com and selecting Investors and then SEC Filings.

Record Date and Voting at Our 2020 Annual Shareholders’ Meeting

Shareholders owning our common stock at the close of business on March 9, 2020 (the Record Date), may vote at the annual meeting. On the Record Date, 39,196,619 shares of our common stock were outstanding. Each share is entitled to one vote on each matter to be voted upon at the annual meeting.

All valid proxies properly executed and received by us prior to our annual meeting will be voted as you direct. If you do not specify how you want your shares voted, they will be voted:

INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS’ MEETING AND VOTING

Your shares will also be voted on any other matters presented for a vote at the annual meeting in accordance with the judgment of the persons acting under the proxies. You may revoke your proxy and change your vote at any time before the annual meeting by submitting a written notice to our corporate secretary, by mailing a later-dated and properly executed proxy, or by voting in person at the annual meeting.

Quorum

A quorum is necessary to hold a valid meeting. A quorum will exist if shareholders holding a majority of the shares of our common stock outstanding and entitled to vote at the annual meeting are present in person or by proxy. Shareholders have no right to cumulative voting as to any matter, including the election of directors. Abstentions and broker nonvotes will be treated as shares of common stock that are present and entitled to vote for purposes of determining the presence of a quorum. A broker nonvote occurs when a broker does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner or when it has discretionary power but declines to use it. Brokers do not have discretionary voting power on nonroutine matters. Proposal No. 6, the ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2020, is the only routine matter for consideration at the annual meeting.

Independent Tabulator

We have appointed Broadridge Financial Solutions Inc. (Broadridge) as our independent tabulator to receive and tabulate all votes cast at the annual meeting. Broadridge will determine whether a quorum is present.

Independent Inspector of Election

We have appointed Cydni J. Waldner, of Hawley Troxell Ennis & Hawley LLP, as our independent inspector of election to certify the vote results.

Proxy Solicitation

Our board of directors is soliciting your proxy. Our employees and directors may solicit proxies by mail, telephone, email, or in person. Our employees and directors will not receive additional compensation for these activities and the entire cost of this solicitation will be borne by us. In addition, Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut 06902 (“Morrow Sodali”), will assist us in the solicitation of proxies. We will pay $7,500 in fees, plus expenses and disbursements, to Morrow Sodali for its proxy solicitation services.

Householding of Annual Meeting Materials

Some banks, brokers, and other record holders may be participating in the practice of “householding” proxy materials. This means that only one copy of our proxy materials or Notice of Internet Availability of Proxy Materials may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of such documents to you if you contact the Broadridge Householding Department at the following address:

Broadridge Householding Department

51 Mercedes Way

Edgewood, NY 11717

Toll-Free Number: 1-800-542-1061

INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS’ MEETING AND VOTING

If you want to receive multiple copies of our proxy materials or Notice of Internet Availability of Materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other record holder, or you may contact the Broadridge Householding Department at the address and phone number shown.

Shareholder Proposals for Inclusion in Next Year’s Proxy Statement

According to SEC rules, to be considered for inclusion in next year’s proxy statement, our corporate secretary must receive shareholder proposals at the address shown below no later than November 27, 2020:

Boise Cascade Company

Attention: Corporate Secretary

1111 West Jefferson Street, Suite 300

Boise, ID 83702

Additionally, our bylaws require that our corporate secretary must receive notice of any nominations for director or other business a shareholder proposes to bring before our next annual meeting no earlier than January 7, 2021, and no later than February 6, 2021.

Please refer to Article II, Section 11 of our bylaws for an outline of the information a shareholders’ notice must include regarding director nominees and other business to be brought before a shareholders’ meeting.

You may view a complete copy of our bylaws by visiting our website at www.bc.com and selecting Investors, Leadership and Governance and then Bylaws.

If You Plan to Attend

If you plan to attend the annual meeting in person, please bring photo identification, as well as your Notice of Annual Shareholder Meeting; your brokerage statement reflecting your Boise Cascade common stock; a copy of the voting instruction card provided by your bank, broker, trustee, or nominee; or similar evidence of share ownership as of the Record Date.

APPENDIX A-2

APPENDIX A-2

Appendix A-2

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

BOISE CASCADE COMPANY

ARTICLE ONE

The name of the corporation is Boise Cascade Company (the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. The registered office and/or registered agent of the Corporation may be changed from time to time by resolution of the Board of Directors of the Corporation (the “Board of Directors”).

ARTICLE THREE

The nature of the business of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE FOUR

Section 1.     Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 350,000,000 shares, consisting of:

1.         50,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”); and

2.         300,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”).

The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.

APPENDIX A-2

Section 2. Exchange of Existing Common Unite. Upon the filing of this Certificate of Incorporation and the Certificate of Conversion with the Secretary of State of Delaware, (the “Effective Time”), each of Boise Cascade, L.L.C.’s common units heretofore authorized, issued and outstanding shall be automatically, without any action on the part of the holder thereof, be converted into and become 29,700 shares of Common Stock. Each certificate previously representing Boise Cascade, L.L.C.’s common units outstanding immediately prior to the Effective Time shall represent from and after the Effective Time the number of shares of Common Stock equal to the number of units shown on the face of such certificate multiplied by 29,700 and such shares of Common Stock shall have the rights specified herein.

Section 3. Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law, to provide, by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, and with respect to each series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers. preferences, and relative, participating, optional or other special rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. The powers, preferences, and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Subject to applicable law and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors fixing the number of shares constituting a series of Preferred Stock, the Board of Directors may increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) by resolution the number of shares of any such series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the undesignated status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in an election of directors, without the separate vote of the