Form 8-K - Current report

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 13, 2025

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))

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

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. ¨

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

Item 5.02(c). Appointment of Certain Officers

On January 16, 2025, Boise Cascade Company ("Boise Cascade" or the "Company") issued a press release announcing that on January 13, 2025, the Board of Directors of Boise Cascade appointed Jeff Strom, age 57, Chief Operating Officer, with an effective date of January 20, 2025. Mr. Strom became Executive Vice President of Building Materials Distribution in March 2021. His previous positions with the Company’s Building Materials Distribution business include: Vice President, General Manager Eastern Operations, from January 2020 through March 2021; and General Manager, Eastern Region, from May 2019 through January 2020. Mr. Strom received a bachelor’s degree in management from the Georgia Institute of Technology.

In connection with his appointment as Chief Operating Officer, on January 13, 2025, the Compensation Committee of the Board of Directors approved Mr. Strom's annual base salary of $650,000 and an annual short-term incentive target of 100% of annual base salary, with an effective date of January 20, 2025. In addition, Mr. Strom's severance agreement, dated as of August 15, 2022, remains effective, a form of which is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed October 31, 2022.

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			Boise Cascade Company Press Release, dated January 16 , 2025.

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 16, 2025

Exhibit 99.1


Boise Cascade Company
1111 West Jefferson Street, Suite 300
Boise, ID 83702


News Release


Investor Relations Contact Chris Forrey investor@bc.com						Media Contact Amy Evans mediarelations@bc.com

For Immediate Release: January 16, 2025

Boise Cascade names Jeff Strom new chief operating officer

BOISE, Idaho – Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today that Jeff Strom will become its new chief operating officer (COO), effective January 20, 2025. This new role will oversee the operations for the company’s Wood Products and Building Materials Distribution (BMD) divisions.

Jeff joined Boise Cascade in 2006. He served in many key roles and leadership positions over the years, including Vice President and General Manager of BMD’s Eastern Region. Most recently, he served as the Executive Vice President of BMD. Jeff holds a bachelor’s degree in management from the Georgia Institute of Technology. He serves on the board of trustees for the Boise Valley Habitat for Humanity.

“It is a privilege to lead the operations for our company,” said Strom. “I am excited to start in this new role with a focus on operational excellence, strategic market growth, and exceptional customer service. Our integrated business model truly is our competitive edge, and I look forward to continuing to leverage that advantage to create even more opportunities for our company in the future.”

CEO Nate Jorgensen said: “This new addition to our executive leadership team is an important part of our effort to achieve even greater operational excellence across both our businesses. It is also part of our intentional and strategic succession planning process.”

“On behalf of our company and our board, I want to congratulate Jeff on his new role,” said Tom Carlile, board chair. “Jeff is an outstanding leader who personifies our company’s values. His expertise and leadership in this new role will further strengthen our ability to deliver outstanding service and results to our customers, suppliers, and shareholders.”

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.

Document and Entity Information Document	Jan. 13, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 13, 2025
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