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 2, 2024
BOISE CASCADE COMPANY
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 2.02 Results of Operations and Financial Condition.
On May 6, 2024, Boise Cascade Company ("Boise Cascade" or the "Company") issued a press release announcing its first quarter 2024 financial results, a copy of which is furnished as Exhibit 99.1 to this Report on Form 8-K. Additionally, Exhibit 99.2, a copy of which is attached hereto, includes certain statistical information related to the Company's quarterly performance.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a)Annual Shareholders' Meeting.
The annual shareholders' meeting of the Company was held via webcast on May 2, 2024. 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 2024 Notice of Annual Shareholders’ Meeting and Proxy Statement (the “Proxy Statement”).
(b)Voting Results.
Proposal No. 1 - Election of Eleven Directors
Shareholders elected eleven directors: Thomas Carlile, Steven Cooper, Craig Dawson, Karen Gowland, David Hannah, Amy Humphreys, Nate Jorgensen, Kristopher Matula, Duane McDougall, Christopher McGowan, and Sue Taylor, each to serve a one-year term expiring at the Company’s annual meeting in 2025. The final voting results with respect to each director-nominee are set forth below:
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| Nominee | For | Against | Abstain | Broker Non-Votes |
| Thomas Carlile | 34,679,190 | 835,521 | 36,331 | 1,009,889 |
| Steven Cooper | 34,097,632 | 1,418,746 | 34,664 | 1,009,889 |
| Craig Dawson | 35,044,642 | 471,815 | 34,585 | 1,009,889 |
| Karen Gowland | 30,625,989 | 4,892,632 | 32,421 | 1,009,889 |
| David Hannah | 34,082,678 | 1,432,018 | 36,346 | 1,009,889 |
| Amy Humphreys | 35,093,741 | 424,580 | 32,721 | 1,009,889 |
| Nate Jorgensen | 35,234,175 | 280,550 | 36,317 | 1,009,889 |
| Kristopher Matula | 33,899,592 | 1,614,650 | 36,800 | 1,009,889 |
| Duane McDougall | 33,966,513 | 1,549,781 | 34,748 | 1,009,889 |
| Christopher McGowan | 33,902,705 | 1,612,075 | 36,262 | 1,009,889 |
| Sue Taylor | 35,084,272 | 433,491 | 33,279 | 1,009,889 |
Proposal No. 2 - 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:
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| For | Against | Abstain | Broker Non-Votes |
| 33,871,206 | 1,611,743 | 68,093 | 1,009,889 |
Proposal No. 3 - Ratification of Independent Accountant for 2024
The proposal requesting ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, as described in the Proxy Statement was approved. The final voting results are set forth below:
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| For | Against | Abstain | Broker Non-Votes |
| 36,268,081 | 252,198 | 40,652 | — |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished as part of this Report on Form 8-K:
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| Exhibit | Description |
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| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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| 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.
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| BOISE CASCADE COMPANY |
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| By | /s/ Jill Twedt |
| | Jill Twedt Senior Vice President, General Counsel and Secretary |
| Date: May 6, 2024 | | |
