Boise Cascade Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: BCC · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 1328581

Boise Cascade Co DEF 14A Filing Summary
FieldDetail
CompanyBoise Cascade Co (BCC)
Form TypeDEF 14A
Filed DateMar 21, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$6.8 billion, $162.8 million, $215.4 million, $352.9 million, $0.20
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Boise Cascade, Building Materials, Corporate Governance

TL;DR

<b>Boise Cascade has filed its definitive proxy statement for the 2024 annual meeting, outlining its business segments and distribution network.</b>

AI Summary

BOISE CASCADE Co (BCC) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Boise Cascade Company (BCC) filed a Definitive Proxy Statement (DEF 14A) on March 21, 2024. The filing pertains to the company's 2024 Annual Meeting of Stockholders, with the period of report ending May 2, 2024. Boise Cascade operates in three main segments: Engineered Wood Products, Plywood and Lumber, and Building Materials Distribution. The company highlights its extensive network of 40 regional distribution centers across the U.S. Boise Cascade emphasizes its role as a leading manufacturer and distributor of building materials, aiming to build strong homes, businesses, and communities.

Why It Matters

For investors and stakeholders tracking BOISE CASCADE Co, this filing contains several important signals. This filing provides shareholders with crucial information regarding the upcoming annual meeting, including details on voting matters, executive compensation, and corporate governance, enabling informed participation. The proxy statement details the company's operational structure and market position, offering insights into its business strategy and performance drivers within the building materials industry.

Risk Assessment

Risk Level: low — BOISE CASCADE Co shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts that would indicate elevated risk.

Analyst Insight

Shareholders should review the proxy statement to understand voting proposals, executive compensation details, and any changes in corporate governance before the annual meeting.

Revenue Breakdown

SegmentRevenueGrowth
Engineered Wood Products
Plywood and Lumber
Building Materials Distribution

Key Numbers

  • 40 — Regional Distribution Centers (Building Materials Distribution segment)
  • 60+ — Years of Proven Performance (Engineered Wood Products segment)

Key Players & Entities

  • BOISE CASCADE Co (company) — Registrant name
  • BCC (company) — Ticker symbol
  • DEF 14A (filing) — Form type
  • 2024-03-21 (date) — Filing date
  • 2024-05-02 (date) — Period of report
  • 1111 WEST JEFFERSON STREET, SUITE 300 (address) — Business address
  • BOISE (location) — City in business address
  • ID (location) — State in business address

FAQ

When did BOISE CASCADE Co file this DEF 14A?

BOISE CASCADE Co filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by BOISE CASCADE Co (BCC).

Where can I read the original DEF 14A filing from BOISE CASCADE Co?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by BOISE CASCADE Co.

What are the key takeaways from BOISE CASCADE Co's DEF 14A?

BOISE CASCADE Co filed this DEF 14A on March 21, 2024. Key takeaways: Boise Cascade Company (BCC) filed a Definitive Proxy Statement (DEF 14A) on March 21, 2024.. The filing pertains to the company's 2024 Annual Meeting of Stockholders, with the period of report ending May 2, 2024.. Boise Cascade operates in three main segments: Engineered Wood Products, Plywood and Lumber, and Building Materials Distribution..

Is BOISE CASCADE Co a risky investment based on this filing?

Based on this DEF 14A, BOISE CASCADE Co presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts that would indicate elevated risk.

What should investors do after reading BOISE CASCADE Co's DEF 14A?

Shareholders should review the proxy statement to understand voting proposals, executive compensation details, and any changes in corporate governance before the annual meeting. The overall sentiment from this filing is neutral.

How does BOISE CASCADE Co compare to its industry peers?

Boise Cascade operates within the building materials industry, serving both residential and commercial construction markets through manufacturing and distribution.

Are there regulatory concerns for BOISE CASCADE Co?

The filing is a standard DEF 14A under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders for annual meetings.

Industry Context

Boise Cascade operates within the building materials industry, serving both residential and commercial construction markets through manufacturing and distribution.

Regulatory Implications

The filing is a standard DEF 14A under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders for annual meetings.

What Investors Should Do

  1. Review the proxy statement for details on proposals to be voted on at the annual meeting.
  2. Examine executive compensation disclosures and any proposed changes to compensation plans.
  3. Understand the company's stated business segments and strategic priorities outlined in the filing.

Key Dates

  • 2024-03-21: Filing Date — Definitive Proxy Statement filed with the SEC.
  • 2024-05-02: Period of Report End Date — Indicates the reporting period covered by the proxy statement.

Year-Over-Year Comparison

This is a definitive proxy statement filing, which is a routine disclosure for public companies and does not represent a change from previous filings of this nature.

Filing Stats: 4,361 words · 17 min read · ~15 pages · Grade level 17.6 · Accepted 2024-03-21 16:01:15

Key Financial Figures

  • $6.8 billion — oday, we are a Fortune 500 company with $6.8 billion in annual revenue (2023). We operate t
  • $162.8 million — gy In 2023, we invested approximately $162.8 million to acquire Brockway-Smith Company (BROS
  • $215.4 million — Massachusetts and Portland, Maine, and $215.4 million in capital spending on other projects,
  • $352.9 million — , Alabama (plywood) mill. We returned $352.9 million of cash to our shareholders, by increas
  • $0.20 — ncreasing our quarterly dividend 33% to $0.20 per share in September, paying two spec
  • $8.00 — , paying two special dividends totaling $8.00 per share, and repurchasing 75,678 shar

Filing Documents

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS 10 CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS 10 RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRM 11 CORPORATE GOVERNANCE AND BOARD MATTERS 11 PROPOSAL NO. 1—ELECTION OF ELEVEN DIRECTORS 11 Director Skills Matrix 13 DIRECTORS 18 CORPORATE GOVERNANCE 18 Code of Ethics for Our Board 18 Corporate Governance Guidelines 19 Director Independence 19 Related-Person Transactions 20 Role of Compensation Consultant 20 Role of Board in Our Risk Management Process 21 Risk Analysis of Employee Compensation Policies and Practices 21 Director Selection Process 23 Board and Committee Self-Evaluations 23 Director Time Commitment Policy 23 Communications with Our Board 24 Shareholder Engagement 25 ESG Governance, Environmental Sustainability, and Human Capital Management 28 BOARD STRUCTURE 28 Board Leadership Structure 28 Executive Sessions and Independent Director Sessions 29 2023 Meeting Attendance 29 Board Committees 33 BOARD COMPENSATION 33 2023 Director Compensation Table 33 Director Fees 34 2023 Director Restricted Stock Unit Awards 34 Directors Deferred Compensation Plan 34 Compensation Committee Interlocks and Insider Participation 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 PROPOSAL NO. 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 36 COMPENSATION COMMITTEE REPORT 36 COMPENSATION DISCUSSION AND ANALYSIS 47 COMPENSATION TABLES 47 Summary Compensation Table 49 2023 Grants of Plan-Based Awards 50 2023 Outstanding Equity Awards at Fiscal Year-End 51 2023 Option Exercises and Stock Vested 51 2023 Supplemental Pension Benefits 52 2023 Nonqualified Deferred Compensation 52 Potential Payments upon Termination or Change in Control 54 EQUITY COMPENSATION PLAN INFORMATION 55 PAY RATIO DISCLOSURE 56 PAY VERSUS PERFORMANCE DISCLOSURE 60 AUDIT-RELATED MATTERS 60 PROPOSAL NO. 3—RATIFICATION OF INDEPENDENT ACCOUNTANT FOR THE YEAR ENDING DECEMBER 31, 2024 61 AUDIT COMMITTEE REPORT 61 Audit Committee Charter and Responsibilities 61 Audit Committee Financial Experts 61 Recommendation of Financial Statements 62 FEES PAID TO KMPG 62 POLICIES AND PROCEDURES FOR PREAPPROVAL OF AUDIT AND NON-AUDIT SERVICES 63 STOCK OWNERSHIP 63 STOCK OWNERSHIP GUIDELINES FOR OUR DIRECTORS 63 STOCK OWNERSHIP GUIDELINES FOR OUR OFFICERS 63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 65 DELINQUENT SECTION 16(A) REPORTS 66 INFORMATION ABOUT OUR ANNUAL MEETING 66 INFORMATION ABOUT OUR ANNUAL SHAREHOLDERS' MEETING AND VOTING 66 Internet Availability of Proxy Materials, Annual Reports, and Other Reports and Policies 66 Record Date and Voting at Our 2024 Annual Shareholders' Meeting 67 Quorum 67 Independent Tabulator 67 Independent Inspector of Election 67 Proxy Solicitation 67 Attending the Annual Meeting 68 ADDITIONAL INFORMATION 68 Householding of Annual Meeting Materials 68 Shareholder Proposals for Inclusion in Next Year's Proxy Statement TABLE OF CONTENTS Note about Forward-Looking Statements This proxy statement includes statements about our expectations of future operational and financial performance that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). Forward-looking statements may appear throughout this report, including this Proxy Statement Summary and Part 2—Named Executive Officer Compensation. Statements preceded or followed by, or that otherwise include, the words "believes," "expects," "anticipates," "intends," "project," "estimates," "plans," "forecast," "is likely to," and similar expressions or future or conditional verbs such as "will," "may," "would," "should," and "could" are generally forward-looking in nature and not historical facts. Forward-looking 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 inp

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