bcc-20210114

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): January 14, 2021

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 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b). Departure of Certain Officers

On January 14, 2021, Nick Stokes, EVP Building Materials Distribution of Boise Cascade Company (“Boise Cascade” or the “Company”), notified the Company of his retirement effective March 12, 2021.

Item 5.02(c). Appointment of Certain Officers

On January 15, 2021, Boise Cascade issued a press release announcing that on January 14, 2021, the Board of Boise Cascade elected Jeff Strom, age 53, as EVP Building Materials Distribution, with an effective date of March 12, 2021. Mr. Strom became vice president and general manager of eastern operations, Building Materials Distribution, in January 2020. His previous positions with the company include: General Manager, Eastern Region, Building Materials Distribution, from May 2019 through January 2020; Region Manager, Building Materials Distribution, from November 2015 through May 2019; and Branch Manager, Building Materials Distribution, from September 2008 through November 2015. Prior to his employment with Boise Cascade, Mr. Strom was employed at Georgia Pacific in its building materials distribution business. Mr. Strom received a bachelor’s degree in Management from Georgia Institute of Technology.

In connection with his election as EVP Building Materials Distribution, on January 14, 2021, the Compensation Committee of the Board approved Mr. Strom’s annual base salary of $430,000 and an annual short-term incentive target of 80% of annual base salary, with an effective date of March 12, 2021. Mr. Strom will enter into a new severance agreement, effective March 12, 2021, a form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 30, 2016.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K:


Exhibit No.			Description of Exhibit
99.1			Press Release, dated J anuary 15 , 2021 issued by the Company.

101			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

104			The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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 Senior Vice President, General Counsel and Secretary
Date: January 15, 2021