Document
false0001328581 0001328581 2020-05-07 2020-05-07


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 7, 2020

BOISE CASCADE COMPANY
(Exact name of registrant as specified in its charter)
Delaware
 
1-35805
 
20-1496201
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

1111 West Jefferson Street, Suite 300
Boise, Idaho 83702-5389
(Address of principal executive offices) (Zip Code)

(208) 384-6161
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
BCC
New York Stock Exchange





Item 5.07    Submission of Matters to a Vote of Security Holders

(a)
Annual Shareholders' Meeting.

The annual shareholders' meeting of Boise Cascade Company (the “Company”) was held via webcast on May 7, 2020. The matters submitted to a vote of the Company’s shareholders at the Company’s annual meeting are set forth in clause (b) below and are described in detail in the Company’s definitive 2020 Notice of Annual Shareholders’ Meeting and Proxy Statement (the “Proxy Statement”).

(b)
Voting Results.

Proposal No. 1 - Election of Directors

Shareholders elected three Class I directors: Thomas Carlile, Kristopher Matula, and Duane McDougall, each to serve a three-year term expiring at the Company’s annual meeting in 2023. The final voting results with respect to each director-nominee are set forth below:
Nominee
For

Against

Abstain

Broker Non-Votes

Thomas Carlile
35,242,609

298,833

35,831

1,082,301

Kristopher Matula
34,400,627

1,141,945

34,701

1,082,301

Duane McDougall
35,110,387

433,312

33,574

1,082,301


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

The nonbinding advisory proposal regarding the frequency with which shareholders will vote to approve, on a nonbinding advisory basis, the overall executive compensation policies and procedures employed by the Company as described in the Proxy Statement, was approved as an annual voting item. The final voting results are set forth below:
1 Year

2 Years

3 Years

Abstain

32,321,854

12,227

3,190,778

52,414


Proposal No. 3 - Advisory Vote to Approve Executive Compensation

The nonbinding advisory proposal to approve the compensation of our named executive officers as described in the Proxy Statement was approved. The final voting results are set forth below:
For

Against

Abstain

Broker Non-Votes

34,620,989

919,136

37,148

1,082,301


Proposal No. 4 - Adoption of Amendments to Declassify Board

The proposal to adopt amendments to the Company’s Certificate of Incorporation to declassify the Board of Directors as described in the Proxy Statement was approved. The final voting results are set forth below:
For

Against

Abstain

Broker Non-Votes

35,501,564

62,345

13,364

1,082,301


Proposal No. 5 - Adoption of Amendments to Remove Inapplicable Governance Provisions

The proposal to adopt amendments to the Company’s Certificate of Incorporation to remove inapplicable governance provisions as described in the Proxy Statement was approved. The final voting results are set forth below:
For

Against

Abstain

Broker Non-Votes

36,570,339

46,383

42,852

—






Proposal No. 6 - Ratification of Independent Accountant for 2020

The proposal requesting ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for year ending December 31, 2020, as described in the Proxy Statement was approved. The final voting results are set forth below:
For

Against

Abstain

Broker Non-Votes

36,265,696

360,968

32,910

—








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
BOISE CASCADE COMPANY
 
 
 
 
By
/s/ Jill Twedt
 
 
Jill Twedt
Vice President, General Counsel and Secretary
Date: May 8, 2020
 
 


 v3.20.1
Document and Entity Information Document
May 07, 2020
Cover page.  
Document Type 8-K
Document Period End Date May 07, 2020
Entity Registrant Name BOISE CASCADE COMPANY
Entity Incorporation, State or Country Code DE
Entity File Number 1-35805
Entity Tax Identification Number 20-1496201
Entity Address, Address Line One 1111 West Jefferson Street, Suite 300
Entity Address, City or Town Boise
Entity Address, State or Province ID
Entity Address, Postal Zip Code 83702-5389
City Area Code 208
Local Phone Number 384-6161
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol BCC
Security Exchange Name NYSE
Entity Central Index Key 0001328581
Amendment Flag false