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 16, 2019

BOISE CASCADE COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-35805 (Commission File Number) 20-1496201 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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(b). Departure of Certain Officers

On January 16, 2019, John T. Sahlberg, SVP, HR and General Counsel of Boise Cascade Company (“Boise Cascade” or the “Company”), submitted his notice of retirement effective March 1, 2019. On January 16, 2019, Dan Hutchinson, EVP, Wood Products, submitted his notice of retirement effective April 1, 2019. Jill Twedt, who has served as VP, Legal & Secretary of the Company, will replace John Sahlberg as VP, General Counsel and Secretary. Erin Nuxoll, who has served as VP, Human Resources, was promoted to SVP, Human Resources. Mike Brown, who has served as SVP Operations, Wood Products, will replace Dan Hutchinson as EVP, Wood Products.

Item 5.02(c). Appointment of Certain Officers

On January 22, 2019, the Company issued a press release announcing that on January 18, 2019, the Board of Boise Cascade appointed Nate Jorgensen, age 54, Chief Operating Officer. Mr. Jorgensen became Senior Vice President of Engineered Wood Products, Wood Products Manufacturing, in November 2017. His previous positions with the Company’s Wood Products Manufacturing business include: Vice President of Engineered Wood Products from February 2016 through February 2017; and Engineered Wood Products Marketing Manager from June 2015 through February 2016. Prior to his employment with Boise Cascade, Mr. Jorgensen was employed as Vice President of Weyerhaeuser Distribution from February 2011 through June 2015. There are no arrangements or understandings pursuant to which Mr. Jorgensen was selected, or family relationships or transactions with related parties that require disclosure.

In connection with his appointment as Chief Operating Officer, on January 18, 2019, the Compensation Committee of the Board approved Mr. Jorgensen’s annual base salary of $477,000. In addition, Mr. Jorgensen entered into a new severance agreement with the Company in the form of other severance agreements entered into with the Company’s executive officers, a copy of which form is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 30, 2016. The agreement provides for compensation and benefits allowances in the event employment is terminated other than for cause or by reason of voluntary termination. Mr. Jorgensen is entitled to receive two times the sum of his annual base salary plus his target annual incentive, and a lump sum equal to 18 times the monthly company-paid premium amount for all health and welfare benefits. The provision of the severance benefits provided for in the agreement is conditioned upon receipt from the Company of a release of claims and undertakings as to non-solicitation, non-disparagement, and non-competition.

A copy of the press release announcing the officer changes described above is furnished as Exhibit 99.1 to this Report on Form 8-K

Item 5.02(e). Compensatory Arrangements

On January 18, 2019, Boise Cascade entered into a Leadership Recognition Agreement (“Leadership Agreement”) and a Restricted Stock Unit Agreement (“RSU Agreement”) with Wayne Rancourt, the Company’s EVP, Chief Financial Officer and Treasurer. The Leadership Agreement provides, subject to specified conditions, for a payment of $500,000 if Mr. Rancourt remains employed with the Company through December 31, 2020. The RSU Agreement provides, subject to specified conditions for vesting, an award of 20,000 restricted stock units if he remains employed with the Company through December 31, 2022.

The foregoing descriptions of the Leadership Agreement and the RSU Agreement do not purport to be complete and are qualified in their entirety by the provisions of the agreements, which will be filed by the Company as exhibits to its Annual Report on Form 10-K for the year ended December 31, 2018.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits

The following exhibits are filed as part of this Report on Form 8-K:

Exhibit No.	Description of Exhibit
99.1	Press Release, dated January 22, 2019, issued by the Company

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/ John T. Sahlberg
		John T. Sahlberg Senior Vice President, Human Resources and General Counsel
Date: January 22, 2019

EX-99.1

Exhibit 99.1

Boise Cascade Company

1111 West Jefferson Street Ste 300 PO Box 50 Boise, ID 83728

T 208-384-6161 F 208-331-5757

News Release

Media Contact Lisa Chapman Office 208-384-6552 Investor Relations Contact Wayne Rancourt Office 208-384-6073

For Immediate Release: January 22, 2019

Boise Cascade announces officer promotions and retirements

BOISE, Idaho - Boise Cascade Company (Boise Cascade) (NYSE: BCC) today announced the promotion of four company officers and the retirements of two veteran industry leaders.

Nate Jorgensen has been named chief operating officer, responsible for overseeing the Wood Products and Building Materials Distribution divisions. Jorgensen has 32 years of experience in the industry, including past positions in engineering, product development and distribution operations. He joined Boise Cascade in 2015, most recently leading the engineered wood products (EWP) sales and marketing organization. Jorgensen holds a bachelor’s degree in civil and environmental engineering from the University of Wisconsin and participated in an executive education program through the Tuck School of Business at Dartmouth College.

Mike Brown has been promoted to executive vice president and will lead the Wood Products division, as the successor to Dan Hutchinson who is retiring on April 1 with nearly 39 years of service. Brown joined the company in 1999, serving in several leadership roles including guiding our Brazilian operations and the southeastern U.S. region. He relocated to Boise, Idaho, in 2015 to assume the position of vice president for Wood Products manufacturing operations. Brown has a bachelor’s degree in forestry from Australian National University and an MBA from Cranfield University in the U.K.

Erin Nuxoll has been promoted to senior vice president of human resources. She rejoined the company in 2016 after serving as SVP of HR for a global, privately-held company for ten years. Prior to that, Nuxoll had a 23-year tenure at Boise Cascade following her graduation from Washington State University with a forest management degree. She also earned a master’s degree in organizational leadership from Gonzaga University.

Jill Twedt, vice president of legal, has been promoted to general counsel and she also currently serves as corporate secretary. Twedt joined the company as senior counsel in 2007 after several years at a mid-sized law firm. She holds a B.A. in political science from the College of Idaho and a J.D. from the University of Idaho College of Law.

Nuxoll and Twedt will be assuming the responsibilities held by Senior Vice President of Human Resources and General Counsel John Sahlberg, who is retiring on March 1 after 37 years with Boise Cascade.

“I want to personally offer a heartfelt thank you to Dan and John for their significant contributions over nearly four decades. Both of them leave a lasting legacy at Boise Cascade in many ways, including helping to develop our next generation of leaders,” said CEO Tom Corrick. “We have been intentionally planning for these transitions for several years and I am pleased we’ve been able to fill these roles with internal talent. This continuity of leadership enables us to continue to live our values and successfully execute our business strategy to best 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 includes statements about our expectations of future operational and financial performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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, 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.