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): April 7, 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 or Certain Officers; Election of Directors; Appointment of Certain     Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(b).    Departure of Certain Officers

On April 7, 2021, Wayne Rancourt, Executive Vice President, Chief Financial Officer and Treasurer of Boise Cascade Company (“Boise Cascade” or the “Company”), notified the Company of his retirement effective May 14, 2021.

Item 5.02(c).    Appointment of Certain Officers

On April 8, 2021, Boise Cascade issued a press release announcing that on April 7, 2021, the Board of Boise Cascade elected Kelly Hibbs, age 54, as Senior Vice President, Chief Financial Officer and Treasurer, with an effective date of May 14, 2021. Mr. Hibbs became Vice President and Controller, in February 2011. His previous positions with the company include: Director of Strategic Planning and Internal Audit from February 2008 through February 2011.

In connection with his election as Senior Vice President, Chief Financial Officer and Treasurer, on April 7, 2021, the Compensation Committee of the Board approved Mr. Hibbs’s annual base salary of $435,000 and an annual short-term incentive target of 75% of annual base salary, with an effective date of May 14, 2021. Mr. Hibbs will enter into a new severance agreement, effective May 14, 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: April 8, 2021

Boise Cascade announces CFO transition

BOISE, Idaho – Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today the transition of its Chief Financial Officer (CFO) and Treasurer position. Wayne Rancourt has communicated his intent to retire effective May 14, 2021. Our Board of Directors has promoted Kelly Hibbs (current VP, Controller) to SVP, CFO and Treasurer, effective upon Wayne’s retirement.

Mr. Rancourt joined the Company in 1983 and has served as its CFO and Treasurer since 2009. He has been an instrumental part of the business model changes, including the expansion of its engineered wood products manufacturing and nationwide distribution network in the late 1990s to Boise Cascade’s IPO launch in 2013.

Mr. Hibbs joined the organization in 1996 and was promoted to his current officer position in 2011. He is a CPA and received a bachelor’s degree in accounting from Boise State University.

“Wayne is an accomplished leader in the industry and the investor community,” said Tom Carlile, board chair. “He leaves a legacy of building a solid financial foundation for our Company’s future endeavors, as well as delivering strong returns for our shareholders.”

“Wayne is a compassionate leader and a fantastic relationship-builder within our Company and the local community. I want to thank him for his contributions and years of service. He is a valued colleague and we all wish him the very best in retirement and the next chapter of his adventures and community impact,” said Nate Jorgensen, CEO.

“Kelly has a strong business acumen and knowledge of financial reporting and corporate governance,” Jorgensen continued. “We have been intentionally planning for this succession and I expect a smooth transition.”

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.