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): February 7, 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 February 12, 2025, Boise Cascade Company ("Boise Cascade" or the "Company") issued a press release announcing that on February 7, 2025, its board of directors appointed Joanna Barney, age 51, Executive Vice President of Building Materials Distribution, with an effective date of February 17, 2025. Ms. Barney became Senior Vice President, Western Operations, Building Materials Distribution, in October 2023. Her previous positions with the Company’s Building Materials Distribution business include: Vice President, Western Operations, from May 2022 through October 2023; General Manager, Western Operations, from September 2021 through May 2022; and Branch Manager, from September 2015 through September 2021. Ms. Barney received a bachelor’s degree in business finance from the University of Utah.

In connection with her appointment as Executive Vice President of Building Materials Distribution, on February 7, 2025, the Compensation Committee of the Board of Directors approved Ms. Barney's annual base salary of $540,000 and an annual short-term incentive target of 80% of annual base salary, with an effective date of February 17, 2025. In addition, Ms. Barney's severance agreement, dated as of October 30, 2023, 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 7.01 Regulation FD Disclosure.

On February 7, 2025, Boise Cascade issued a press release announcing that its board of directors had declared a quarterly dividend of $0.21 per share to holders of its common stock, payable on March 19, 2025 to stockholders of record on February 24, 2025. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.

The information in this Item 7.01 of Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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 February 7, 2025.

99.2			Boise Cascade Company Press Release, dated February 12, 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 & Corporate Secretary
Date: February 12, 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: February 7, 2025

Boise Cascade Company Announces Quarterly Dividend of $0.21 Per Share

BOISE, Idaho - Boise Cascade Company’s (Boise Cascade or the Company) (NYSE: BCC) Board of Directors declared a quarterly dividend of $0.21 per share to holders of its common stock. The dividend will be paid on March 19, 2025 to stockholders of record on February 24, 2025.

Future dividend declarations, including amount per share, record date and payment date, will be made by the board of directors and will depend upon, among other things, legal capital requirements and surplus, the Company’s future operations and earnings, general financial condition, material cash requirements, restrictions imposed by our asset-based credit facility and the indenture governing our senior notes, applicable laws, and other factors as the board of directors may deem relevant.

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 includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. The accuracy of such statements is subject to a number of risks, uncertainties, and assumptions that could cause our actual results to differ materially from those projected, including, but not limited to, prices for building products, changes in the competitive position of our products, commodity input costs, the effect of general economic conditions, mortgage rates and availability, housing demand, housing vacancy rates, governmental regulations, unforeseen production disruptions, as well as natural disasters. These and other factors that could cause actual results to differ materially from such 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.

Exhibit 99.2


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: February 12, 2025

Boise Cascade Promotes Joanna (Jo) Barney to Executive Vice President of Building Materials Distribution

BOISE, Idaho - Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today that Joanna (Jo) Barney will be the new Executive Vice President of their Building Materials Distribution (BMD) division, effective February 17, 2025. In this role, Jo will oversee the Company’s 40+ distribution facilities, including millwork and door shops, across the U.S.

Jo joined Boise Cascade in 2005. Prior to this promotion, Jo was the Senior Vice President of BMD Western Operations. Before that she served in several key roles and progressive leadership positions, including General Manager of BMD Western Operations and Branch Manager for BMD’s Salt Lake City, Utah location. Jo earned a bachelor’s degree in business finance from the University of Utah. She is a two-time all-American athlete and the founder and executive director of the Utah Avalanche youth soccer club.

“Jo is an accomplished and inspirational leader who is committed to our Company’s values,” said Jeff Strom, COO. “I’m excited to see the positive impact of her leadership, experience, and ideas in this new role.”

Nate Jorgensen, CEO, said: “Jo has achieved significant accomplishments during her time at Boise Cascade, and she will be outstanding in this new role. She has a proven track record of living our values, providing strong leadership, and delivering exceptional service to our customers and suppliers.”

About Boise Cascade

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	Feb. 07, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 07, 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