8-K

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)

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:

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:

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:

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.

Document

Exhibit 99.1

For Immediate Release: January 15, 2021

Nick Stokes to retire and Jeff Strom to lead Boise Cascade’s distribution division

BOISE, Idaho – Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today that Nick Stokes, executive vice president of the Company’s Building Materials Distribution (BMD) business, has elected to retire on March 12, 2021, with 42 years of service. The board of directors has appointed Jeff Strom to the role of executive vice president of the BMD division.

A veteran company and industry leader, Mr. Stokes joined Boise Cascade in 1979 after earning a bachelor’s degree in both management and marketing from the University of Utah. He held positions of increasing responsibility, including all areas of branch operations and sales, before being promoted to vice president of BMD operations in 2001, to senior vice president in 2011, and to executive vice president in 2014.

“Nick has been a key leader in the strategic growth of BMD,” said Tom Carlile, board chair. “Over the last three years, the division has added five new distribution centers to our nationwide network of 38 branches, as well as expanded the door shop business to nine millwork locations.”

Mr. Strom will assume his new responsibilities effective March 12, 2021. He joined Boise Cascade in 2006 in a sales position and became a branch manager in Milton, FL. He currently serves as vice president & general manager of BMD’s Eastern Region, based in Boise, ID. Mr. Strom has nearly 30 years of industry experience. He holds a bachelor’s degree in management from the Georgia Institute of Technology.

“I extend my sincere appreciation to Nick for his four decades of service and wish him the very best in his well-deserved retirement. I also offer a hearty congratulations to Jeff on his new role and responsibilities,” said Nate Jorgensen, Boise Cascade CEO. “We have been intentionally planning for this succession. The continuity of leadership enables us to continue to live our values and successfully serve our Customers, Suppliers and Shareholders into the future.”

About Boise Cascade

Boise Cascade is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit our website at www.bc.com.

Forward-Looking Statements

This press release contains statements that are “forward looking” within the Private Securities Litigation Reform Act of 1995. These statements speak only as of the date of this press release. While they are based on the current expectations and beliefs of management, they are subject to a number of uncertainties and assumptions that could cause actual events to differ from the expectations expressed in this release. Factors that could cause actual events to differ materially from forward-looking statements are discussed in greater detail in our filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release. We undertake no obligation to revise them in light of new information. Finally, we undertake no obligation to review or confirm analyst expectations or estimates that might be derived from this release.