SEC Form DEF 14A filed by Boise Cascade L.L.C.

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Fellow Shareholders:

You are cordially invited to join us for our 2024 virtual annual meeting of shareholders, which will be held on Thursday, May 2, 2024, at 9:30 a.m. Mountain Daylight Time via live webcast. You will be able to attend the 2024 Annual Meeting online where you vote your shares electronically, and submit questions by visiting www.virtualshareholdermeeting.com/BCC2024. The Notice of Annual Meeting of Shareholders and the Proxy Statement that follow describe the business to be conducted at the meeting.

As we look forward to our 2024 annual meeting of shareholders, it is worth reflecting on the year just completed.

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In 2023, we executed on our succession plan and experienced several leadership changes, including the election of one new officer, the promotion of three officers to senior leadership positions, and in early 2024, the promotion of one officer as the new executive officer of our Wood Products segment. In addition to our senior leadership changes, Mack Hogans will retire from the Board immediately

before the 2024 annual meeting in accordance with our director retirement policy, and upon their reelection to the Board effective May 2, 2024, David Hannah will assume the Lead Independent Director position and Karen Gowland will become the chair of our Governance and Nominating Committee.

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The Board’s role is critical in overseeing Boise Cascade’s corporate strategy and operations, and we continue to work closely with the management team on matters regarding the business and its performance. Throughout the year, the Board meeting agendas regularly included significant business and organizational initiatives, capital allocation strategies, and business development opportunities to increase our earnings and the stability of our earnings by growing our market position in EWP and expanding our distribution

capabilities, leveraging our integrated business model and superior access to the market for our Wood Products manufacturing segment through our Building Materials Distribution (BMD) distribution segment, driving operational excellence by improving veneer self-sufficiency, data-driven process improvement programs, and highly efficient logistics systems, and accelerating the pace of innovation, digital technology, and diversity, equity, and inclusion (DEI).

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In 2023, we invested approximately $162.8 million to acquire Brockway-Smith Company (BROSCO®), and its door and millwork distribution facilities in Hatfield, Massachusetts and Portland, Maine, and $215.4 million in capital spending on other projects, such as the addition of random stacking equipment at our Florien, Louisiana (plywood) and White City, Oregon (veneer) mills, the replacement of components of one of the two lathes and the green end power distribution center equipment at our Oakdale, Louisiana mill, upgrades to the I-joist line at our Alexandria, Louisiana mill, development of a new distribution facility in Marion, Ohio, establishment of two door and millwork start-up facilities in Kansas City, Missouri and Denver, Colorado, and purchase of properties to relocate Pompano, Florida and Lathrop, California distribution facilities to West Palm Beach, Florida and Modesto, California, respectively. We continued the integration of the Havana, Florida and Chapman, Alabama mills we acquired in 2022 to further solidify our engineered wood products (EWP) market position, and in 2024, will continue that pursuit, in part, with capital equipment investments with the upgrade and redesign of the log utilization center, a new veneer dryer and press, and modification of an existing dryer at our Oakdale, Louisiana mill, addition of I-joist production

capabilities at our Thorsby, Alabama (EWP) mill, and the conversion of a plywood layup line to a parallel laminated veneer line at our Chapman, Alabama (plywood) mill.

We returned $352.9 million of cash to our shareholders, by increasing our quarterly dividend 33% to $0.20 per share in September, paying two special dividends totaling $8.00 per share, and repurchasing 75,678 shares of our common stock. We believe that the continued execution of our long-term growth plan and thoughtful stewardship of your capital will help ensure that you receive the benefits of our strategy and investments in the years to come.

Whether or not you plan to attend the annual meeting, your vote is important, and we encourage you to vote your shares promptly. You may vote your shares using a toll-free telephone number or the Internet. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. Instructions regarding the three methods of voting are contained on the Notice of Internet Availability of Proxy Materials and the proxy card.

MEETING INFORMATION

ITEMS OF BUSINESS

To vote on the matters brought before the meeting, you may submit your proxy vote by telephone or Internet, as described in the Notice of Internet Availability of Proxy Materials and the following proxy statement, no later than 11:59 p.m. Eastern Daylight Time on Wednesday, May 1, 2024, for any shares you hold directly. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided. The envelope is addressed to our vote tabulator, Broadridge Financial Solutions, Inc., and no postage is required if mailed in the United States.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. As used in this proxy statement, unless the context otherwise indicates, the references to “Boise Cascade,” the “Company,” “we,” “our,” or “us” refer to Boise Cascade Company.

Our proxy statement and 2023 Annual Report are available at www.proxyvote.com as set forth on page 66. The proxy materials, including this proxy statement and form of proxy, are first being distributed and made available to shareholders on or about March 21, 2024.

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In 2023, we navigated capital equipment supply chain constraints, labor challenges, and weather events, by fully leveraging our values and the resilience of our employees. Despite those challenges, we successfully executed our strategy and were able to:

Deliver strong earnings in both our Wood Products and BMD segments

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Continue growth and expansion of our BMD door and millwork capabilities

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Distribute $8.00 per share in special dividends and increase our quarterly dividend in September by 33%

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Deliver visible progress on our goals around DEI, including the implementation of six business inclusion groups for Company employees

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Continue innovation through active product development opportunities, including development of new products for commercial construction applications in our Wood Products segment, and use of data-driven technologies to increase the quality of decision making at all levels in our BMD segment

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Continue innovation through digital technology using our human capital management (HCM) system for core human resource functions, expanding our learning management system, and enhancing compensation processes

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In our Wood Products segment, we:

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Added, replaced, or upgraded EWP manufacturing equipment at our Florien, Oakdale, and Alexandria, Louisiana, and White City, Oregon, mills.

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Further, we continued the integration of the Havana, Florida and Chapman, Alabama mills to further solidify our EWP market position, and in 2024, will continue that pursuit, in part, with additional capital investments at our Oakdale, Louisiana, Thorsby (EWP) and Chapman, Alabama mills.

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In our BMD segment, we:

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Acquired Brockway-Smith Company (BROSCO®), and its door and millwork distribution facilities in Hatfield, Massachusetts and Portland, Maine,

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Developed a new distribution facility in Marion, Ohio,

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Established two new door and millwork start-up facilities in Kansas City, Missouri and Denver, Colorado, and

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Purchased properties to relocate Pompano, Florida and Lathrop, California distribution facilities to West Palm Beach, Florida and Modesto, California, respectively.

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Within new residential construction, the recent reduction in mortgage rates and potential for future rate reductions has created optimism that single-family starts will reflect year-over-year growth in 2024; however, multi-family starts may pull back from recent record highs and repair-and-remodel is anticipated to remain robust compared to history though is projected for mid-single digit percentage declines. As market conditions dictate, we will adjust our business where needed and continue to seek ways to control expenses and variable costs without sacrificing the high service levels expected by our supplier and customer partners. In addition, given our favorable long-term outlook for the demand fundamentals that drive our business, we will continue to make investments to grow our Company and enhance the workplace experience to retain and attract talented employees. In 2024, we plan to continue executing our strategy and creating attractive returns on capital by:

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Expanding and upgrading our EWP manufacturing capabilities

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Pursuing organic growth opportunities and in-fill opportunities in strategic locations across the country for our distribution business

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Continuing our growth in millwork and door assembly capabilities

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Continuing to improve our competitiveness through operational excellence

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Using our Boise Improvement Cycle (BIC) process and business optimization group to continue to (i) increase productivity, (ii) increase equipment efficiency, and (iii) lower our costs of manufacturing

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This year’s annual meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You are entitled to participate in the annual meeting only if you were a shareholder as of the close of business on March 4, 2024, or if you hold a valid proxy for the annual meeting. You will be able to participate in the annual meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/​BCC2024.

Shareholders will be able to participate in our virtual annual meeting as if at an in-person meeting. During the live Q&A session of the meeting,

members of our executive leadership team and our Board chair will answer questions as they come in, as time permits. To ensure the meeting is conducted in a manner that is fair to all shareholders, the Board chair (or such other person designated by our Board) may exercise broad discretion in recognizing shareholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem profane or otherwise inappropriate. Detailed guidelines for submitting written questions during the meeting are available at www.virtualshareholdermeeting.com/BCC2024.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties

accessing the meeting or during the meeting, please call the phone number provided on the virtual meeting login page.

All Directors are standing for election for a one-year term, except Mack Hogans, who will retire from the Board immediately before the 2024 annual meeting in accordance with our director retirement policy. In connection with Mr. Hogans’ retirement, the size of the Board will be reduced to 11 members. Upon his reelection to the Board, Mr. Hannah will become the Lead Independent Director effective May 2, 2024.

The following tables provide summary information about each of the current Directors. Our Board recommends a FOR vote for each Director because it believes each is qualified to serve as a Director and has made and will continue to make positive contributions to the Board. For information on our Director competencies and demographics, please see the Director Skills Matrix on page 11.

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We provide highlights of our executive compensation program below. It is important to review the Compensation Discussion & Analysis (CD&A) and compensation tables in this proxy statement for a complete understanding of our compensation program and philosophy (page 36).

We generally target compensation at the 50th percentile of comparable market compensation data, with actual compensation amounts taking into account each person’s role, performance, contributions to the Company’s success, level of experience, and other distinguishing characteristics.

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We provide at-risk performance-based pay opportunities in the form of short-term and long-term incentives.

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Our chief executive officer’s total compensation is 52% at-risk, while our other named executive officers’ (NEO) total compensation is an average 47% at-risk.

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Short-term and long-term incentives comprise a significant portion of each NEO’s total compensation opportunity and are designed to motivate and reward our NEOs for growing the Company and maximizing long-term shareholder value.

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Long-term performance is the most important measure of our success because we manage our operations and business affairs for the long-term benefit of our shareholders.

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For 2023, our NEOs received long-term equity incentive compensation opportunities in a combination of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs).

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We have separate clawback policies that provide for the recovery of short-term and long-term incentive-based compensation from officers. Our clawback policies permits us to claw back incentive-based compensation (i) if, as a result of a financial restatement, the award would have been lower had the financial results been properly calculated when originally reported, (ii) if an award was predicated on achieving financial results that were subsequently determined to be due to a fraudulent act by the officer or (iii) if an officer engaged in misconduct, including misconduct that results in reputational or financial harm to the Company, even if such misconduct does not result in a financial restatement.

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Our clawback policy adopted in 2023 pursuant to Rule 10D-1 of the Exchange Act requires us to claw back incentive compensation received on or after October 2, 2023 that was calculated based on financial results that were subsquently restated and the award received would have been lower if based on the restated results.

Our annual incentive compensation opportunities are tied to the achievement of corporate goals and, in some cases, business segment financial goals.

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Our Insider Trading Policy prohibits all of our Directors, officers, employees, and consultants from participating in any hedging, pledging, or monetizing transaction to lock in the value of any of our securities they hold, including the purchase of any financial instrument designed to offset the risk of future declines in the market value of any of our securities.

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Over the past five years, our shareholders have shown strong support for our executive compensation program with annual vote results of over an average of 97% from 2019 to 2023. Our compensation committee continues to examine our executive compensation program to ensure alignment between our executives and the long-term interests of our shareholders.

We ask that our shareholders approve, on an advisory basis, the compensation of our NEOs as further described in Proposal No. 2 (page 35).

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2023 PSUs under our long-term equity-based incentive plan (LTIP) under our 2016 Boise Cascade Omnibus Incentive Plan (2016 Incentive Plan)

were earned above target based on solid execution of our business strategy and strong market conditions yielding 200% of target payout based

on ROIC(1) measures.(2) These awards were granted in March 2023, performance against target ROIC was determined in February 2024, and the earned shares will be distributed in March 2026, three years

from the grant date. The Company believes the long-term holding period for these shares aligns management with long-term shareholder value.

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All Directors are nominated for election at our 2024 annual meeting for a one-year term.

Shares will be voted according to shareholder instructions. If no voting instructions are provided, a broker may not vote on the matter. For 2024, our Directors are running unopposed. Therefore, to be elected to our Board in 2024, each Director must receive an affirmative vote of the majority of the votes of the shares present in person or by proxy at the meeting of the shareholders and entitled to vote.

The Directors have confirmed their availability for election. If any of the Directors becomes unavailable

to serve as a Director for any reason prior to the annual meeting, our Board may substitute another person as a Director. In that case, if a shareholder has voted for the original Director, those shares will be voted FOR the substitute Director.

Additional information follows for the Directors, particularly concerning their business experience and qualifications, as well as attributes and skills that led our Board to conclude that they should serve as a Director.

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Provided below in a Board Skills Matrix is a summary of each Director’s skills and experience as well as gender and racial/ethnic diversity information. The skills categories included in the matrix are tied to the Company’s strategic goals, and the intent of the matrix is that the Directors collectively possess qualities that facilitate effective oversight of the Company’s strategic plans. While the matrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of Directors; a Director with more focused experience could nonetheless contribute broadly and effectively.

The chart below identifies the principal skills and any gender and racial/ethnic diversity characteristics that the corporate governance and nominating committee considered for each Director when evaluating the Director’s experience and qualifications to serve as a Director. Each mark indicates a strength or diversity characteristic that was self-selected by each Director. Additional information about the Director’s background and business experience is provided below in the biographical information.

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The Company Code of Ethics (Code of Ethics) applies to our Directors, officers, and employees. We have a toll-free reporting service available that permits employees to confidentially report violations of our Code of Ethics or other issues of significant concern via phone, text, or website.

If we amend or grant a waiver of one or more of the provisions of our Code of Ethics, we intend to satisfy the requirements under Item 5.05 of

Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Ethics by posting the required information on our website.

You may view a copy of our Code of Ethics by visiting our website at www.bc.com/investors, selecting the Corporate Governance tab, and then click on the Code of Ethics link under Governance Documents to see our Code of Ethics.

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Our Board has adopted Corporate Governance Guidelines (Guidelines) to assist the Board in exercising its responsibilities. The Guidelines reflect our Board’s commitment to monitor the effectiveness of policy and decision-making, both at the Board and management levels. Our Board believes the Guidelines will enhance our ability to achieve our goals and long-term success and will assist us in increasing shareholder value. The Guidelines are in addition to and are not intended to change or interpret any federal or state law or regulation, including the Delaware General Corporation Law, our Certificate of Incorporation or

bylaws, or the rules of the New York Stock Exchange (NYSE). Our Board may modify the Guidelines from time to time at the recommendation of the corporate governance and nominating committee and as deemed appropriate by our Board.

You may view a copy of our Guidelines by visiting our website at www.bc.com/investors, selecting the Corporate Governance tab, and then clicking on the Corporate Governance Guidelines link under Governance Documents to see our Guidelines.

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Our Directors believe board independence is important and is key for the Board to function properly, allowing it to provide appropriate oversight and maintain managerial accountability.

We list our common stock on the NYSE. The NYSE rules require that a majority of our Directors be independent from management and that all members of our Board committees be independent. For a Director to be independent under the NYSE’s rules, our Board must determine affirmatively that he or she has no material relationship with the Company. Additionally, he or she cannot violate any of the bright line independence tests set forth in the NYSE listing rules that would prevent our Board from determining that he or she is independent. These rules contain heightened independence tests for members of our audit and compensation committees. Our Board will broadly

consider all relevant facts and circumstances to determine the independence of any Director in accordance with the NYSE listing rules.

Our Board has determined that all Directors except Mr. Jorgensen are independent directors as defined under the NYSE’s listing rules. These Directors constitute a majority of our Directors and represent all of our committee members.

Additionally, our Board has determined that (i) each member of the audit committee meets the heightened independence standards for audit committee service under the NYSE listing rules and Rule 10A-3 under the Exchange Act; and (ii) each member of the compensation committee meets the heightened independence standards for compensation committee service under the NYSE listing rules and Rule 10C-1 under the Exchange Act. Further, because Mr. Carlile is a past chief executive officer of the Company, our Board appointed Mr. Hannah as its lead independent director upon his reelection to the Board.

Our Board and its committees can retain, at their sole discretion and at our expense, independent financial, legal, compensation, or other advisors to represent the independent interests of our Board or its committees.

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Family Relationships

No family relationships exist between any of our Directors and executive officers.

Affiliated-Company Transactions

There were no affiliated-company or related person transactions in 2023.

Policies and Procedures for Related-Person Transactions

Our written policy regarding transactions with related persons requires that a “related person” ​(as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our general counsel any “related-person transaction” (defined as any transaction that is reportable by us

under Item 404(a) of Regulation S-K in which we are or will be a participant and the amount involved exceeds $120,000, and in which any related person has or will have a direct or indirect material interest) and all material facts with respect thereto. The general counsel will promptly communicate such information to our audit committee or another independent body of our Board. No related-person transaction will be entered into without the approval or ratification of our audit committee or another independent body of our Board. It is our policy that Directors recuse themselves from any discussion or decision affecting their personal, business, or professional interests. Our policy does not specify the standards to be applied by our audit committee or another independent body of our Board in determining whether to approve or ratify a related-person transaction.

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The compensation committee continued to retain Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant to assist the committee in discharging its responsibilities. In connection with retaining FW Cook, the compensation committee considered that FW Cook

does not provide any other services to the Company or management and determined that there was no conflict of interest according to the factors the compensation committee determined to be relevant, including the independence factors enumerated by the NYSE.

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Our Board oversees the risk management activities designed and implemented by our management. The Board executes its oversight responsibility for risk management both directly and through its committees. Through our annual enterprise risk management review, the Board also considers specific risk topics, including risks associated with our strategic plan, business operations, cybersecurity, environmental, social and governance (ESG) matters, HCM (including recruitment, retention of talent, and culture), recoupment of officer compensation based on our clawback policies, and capital structure. In addition, the Board receives regular detailed reports from our senior management and other personnel, including assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our Board delegates to the audit committee oversight of our risk management process. Our other committees also consider and address risks related to their respective committee responsibilities. All committees report to the Board as appropriate, including when a matter rises to a material or enterprise-level risk.

Our internal audit department annually develops a risk-based audit plan that is reviewed with the audit committee, along with the results of internal audit reviews and activities. The internal audit department also maintains a high-level assessment of risks and controls for key operations, functions, processes, applications, and systems within the Company. The audit committee meets quarterly with our chief financial officer, senior finance director, and our directors of internal audit and financial reporting. The audit committee also meets quarterly with our director of information technology (IT) and our senior director of privacy to discuss security and privacy as it relates to our data systems and data privacy. We have in place a number of independent

assurance activities responsible for assessing whether our risk response activities are in place and working effectively, including, but not limited to, data security, data privacy, environmental, and safety audits.

Information Security

The Board and the audit committee engage with management on a quarterly basis regarding our IT environment, including data security and data privacy, and our Wood Products segment’s industrial control systems (ICS) of its manufacturing equipment. The Company’s IT security and data privacy processes are based upon the Control Objectives for Information and Related Technology (COBIT) framework. Our IT, data privacy, and internal audit teams have individuals who have achieved Certified Governance of Enterprise IT (CGEIT), Certified Data Privacy Solutions Engineer (CDPSE), Certified Information Privacy Manager (CIPM), and Certified Information Systems Auditor (CISA) professional certifications. Continual focus on data breach response readiness by implementing activities such as tabletop exercises is a key initiative for the IT security and data privacy teams. KPMG annually audits our IT general controls to assess our internal control environment and the reliability of information flowing into our financial reporting. In addition, we engage a qualified third party to perform an annual penetration test as part of our ongoing assessment of our IT perimeter security and intrusion detection capabilities. The penetration test organization employs experts with the Certified Information Systems Security Professional (CISSP), Certified Information Security Manager (CISM), and GIAC certified penetration tester (GPEN) professional designations. For more information concerning our information security, please refer to Item 1C. Cybersecurity of the Company’s Form 10-K filed on February 20, 2024.

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The compensation committee, with recommendations from management, reviewed our compensation philosophy for our employees and determined that it does not induce our employees to take unacceptable levels of business risk for the purpose of increasing their incentive plan awards at the expense of shareholder interests. Some of the considerations in making this determination were:

None of our businesses presents a high-risk profile because our businesses compete in markets with a high degree of transparency on pricing and costs, as well as clearly defined revenue recognition accounting principles

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Our incentive pay structure rewards performance in both the short-term and long-term (i.e., short-term incentives are not paid at the expense of long-term shareholder value)

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Our incentive pay program has minimum and maximum targets designed to take into account short-term and long-term affordability measures, with payments capped at the maximum target

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The compensation committee reserves the right to reduce or eliminate any awards, at its discretion, with respect to our incentive pay programs

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For LTIP and cash-based short-term incentive plan (STIP) awards received by an NEO, our clawback policy allows us to claw back any or all the LTIP or STIP awards received by an officer where the amount of the award was calculated based upon financial results that were subsequently affected by a restatement of the Company’s financial statements and the award

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received would have been lower had the financial results been properly calculated when reported, and/or where an award was predicted upon achieving financial results that were subsequently determined to be due to a fraudulent act by the officer. In 2023, we also adopted a clawback policy that permits the recovery of incentive compensation during a three-year recovery period if an individual covered by the policy engaged in misconduct, even if such misconduct does not result in a financial restatement

Effective October 2, 2023, we adopted a clawback policy for our LTIP and our STIP pursuant to Rule 10D-1 of the Exchange Act that requires clawback of any or all awards received by an NEO where the amount of award was calculated based upon the financial results that were subsequently affected by a restatement of the Company’s financial statements and the award received would have been lower had the financial results been properly calculated when reported

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Our executive compensation program does not encourage our management to take unreasonable risks relating to the business

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Pursuant to the Company’s Insider Trading Policy, we prohibit all of our Directors, officers, employees, and consultants from participating in any hedging, pledging, or monetizing transactions to lock in the value of any of our securities that they hold, including the purchase of any financial instrument designed to offset the risk of future declines in the market value of any of our securities

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Our corporate governance and nominating committee is responsible for, among other matters:

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Identifying individuals qualified to become Directors, consistent with criteria approved by our Board

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Recommending to our Board a slate of Directors for election at the annual meeting of shareholders

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Recommending to our Board persons to fill Board and committee vacancies

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Through this process, members of the corporate governance and nominating committee consult with our Board chair and lead independent director

and accept nominee recommendations from other Directors and/or shareholders in accordance with the terms of our Certificate of Incorporation and bylaws. The invitation to join our Board is extended by our Board through our Board chair and lead independent director.

Suitability of Candidates

In evaluating the suitability of candidates, in addition to our ongoing and emerging business needs, our Board and corporate governance and nominating committee consider many factors, including a candidate’s:

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Experience as a senior officer in a public company, substantial private company experience, or other comparable experience

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Experience as a director of a public company

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Breadth of knowledge about issues affecting the Company and/or its industry

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Expertise in finance, logistics, manufacturing, law, human resources, cybersecurity, technology and innovation, marketing or other areas that our Board determines are important areas of needed expertise

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Personal attributes that include integrity and sound ethical character, absence of legal or regulatory impediments, absence of conflicts of interest, demonstrated track record of achievement, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to our Board and its committees, and willingness to assume board fiduciary responsibilities on behalf of all shareholders

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The corporate governance and nominating committee is committed to a highly functioning Board where the composition is reflective of the long-term strategy of the business, and makes decisions primarily on the basis of skills, qualifications, and experience. Input from the Board, management, feedback from shareholders, and Board evaluation processes also help determine desired backgrounds and skills.

Consideration of Diversity in Nomination Process

As of the 2024 annual meeting, upon the reelection of all Director nominees to the Board, our Board

will consist of eight men and three women with a rich mixture of educational, professional, and experiential diversity representing a wide range of perspectives to further enhance the effectiveness of its oversight role. As opportunities to appoint and nominate new directors become available, as the Board builds the slate of Director nominees, in addition to the factors set forth above, our Board recognizes the value of gender, racial, and ethnic diversity for Director recruitment to continue enriching our Board’s diverse perspectives to support the current and long-term needs of the Company.

Information regarding the skills and diversity of our Directors can be found in the Director Skills Matrix on page 11.

Shareholder Nominations for Directors

In accordance with our bylaws, the corporate governance and nominating committee will consider shareholder nominations for Directors (please refer to the Shareholder Proposals for Inclusion in Next Year’s Proxy Statement section in this proxy statement for related instructions, page 68). We did not receive any shareholder nominations or recommendations for a Director in connection with the 2024 annual meeting. Other than the procedures set forth in our bylaws, the corporate governance and nominating committee has not adopted formal policies regarding shareholder nominations for directors because the committee does not believe such policy is necessary for the consideration of shareholder nominations.

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In December of each year, under the direction of the corporate governance and nominating committee, our Directors complete written surveys to evaluate and assess the overall effectiveness of our Board, its committees, and each Director. The purpose of the Board, committee(s), and individual Director surveys is to continually improve Board performance. Our lead independent director and our Board chair review the Directors’ responses and provide the individual Directors, the corporate governance and nominating committee, and the Board with an assessment of the performance of the

Board and its committees. The Directors then discuss the results and proposed actions for improvement or change in an executive session chaired by our lead independent director. The lead independent director and Board chair also have one-on-one discussions as necessary with each Director about the feedback received. Through this process, the Board and management work together to refine the meeting materials and topics covered with the Board to educate new members and highlight certain strategic projects.

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The Board believes that wider perspectives and best practices learned by Directors serving in other public directorships must be balanced against the time commitment that service on boards entails. Therefore, our Guidelines include a policy whereby our non-employee Directors are limited to no more than three public boards, (in addition to the Board),

and our chief executive officer to one additional public board. You may view a copy of our Guidelines by visiting our website at www.bc.com/investors, selecting the Corporate Governance tab, and then clicking on the Corporate Governance Guidelines link under Governance Documents to see our Guidelines.

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Shareholders and other interested parties may contact our Board, or any of its committees, non-management Directors or any individual Directors by writing to the lead independent director, at the address or email address shown below. All correspondence will be referred to the lead independent director, the Board chair, and our general counsel.

We have an email link to our Board on our website at www.bc.com/investors; select the Corporate Governance tab, then click on the Board of Directors link; scroll to the bottom of page for the Contact the Board email form.

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We believe engaging in active dialogue with our shareholders is important to our commitment to deliver sustainable, long-term value to our shareholders. In 2023, we continued our engagements with shareholders representing

approximately 39.01% of our outstanding shares, which provided them opportunities to discuss various issues, including macro effects on our business, fundamental demand and supply chain, corporate governance, executive compensation, risk oversight, ESG, DEI, human capital, responsible forestry and environmental sustainability practices, and forest certification. Shareholder feedback is regularly reviewed and considered by the Board and is reflected in adjustments and enhancements to our policies and practices, including providing more sustainability disclosures on our website that are aligned with the guidelines of the Task Force on Climate-Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB).

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The corporate governance and nominating committee is primarily responsible for ESG matters, but similar to risk oversight, the Board participates in the process and oversight of ESG strategy. At each meeting, management updates the corporate governance and nominating committee, and the Directors provide guidance on current ESG topics, including climate, HCM, DEI, and other similar issues that impact the Company. On an annual basis, the corporate governance and nominating committee is provided with a more in-depth review of ESG topics by either management or a third-party consultant.

Our Board supports an approach to sustainability and ESG matters that is embedded in our Company purpose to bring people, products, and services together to build strong homes, businesses, and communities that stand the test of time. We are a business built on relationships. Our core values guide our actions, unite our employees, and define our brand. We care about relationships with our employees, customers, suppliers, shareholders, and the communities where we live and operate. We strive to create a diverse and inclusive workplace environment as a way of living our core values of Respect and Pursuit of Excellence where we embrace the power of our differences. We are committed to fostering an inclusive culture that celebrates diversity and creates connection where everyone feels seen, heard, and valued. We further believe it is our responsibility as an employer and community leader to have a positive influence in the communities where we live and operate.

Boise Cascade considers environmental responsibility an integral component of our Wood Products and BMD segments. We transform renewable resources, trees, into products that people depend on every day. Our raw materials store carbon for years, giving us the opportunity to respond to the effects of climate change through our environmental stewardship practices when procuring wood. Through sustainable forestry practices, we actively contribute to the responsible use and protection of the natural environment, which benefits our employees, customers, shareholders, and the communities where we live and operate. We are committed to implementing and achieving sustainable forestry practices where we procure raw materials from forest landowners, wood suppliers, and manufacturers that help protect and conserve forest habitat and biodiversity. We have rigorous procurement programs to comply with state and provincial laws to protect conservation values and culturally important sites and which include measures to protect water quality and conserve wildlife habitat. Further, we are committed to continually achieving compliance with certification standards, employing management practices within our operations to comply with environmental laws and regulations, and promoting sustainable practices.

We recognize the scientific evidence indicating a changing climate associated with increasing CO2 in the atmosphere, and use the recommendations of TCFD for guidance in tracking and communicating our position and performance on climate-related matters. The Company is fortunate to have plentiful access to bark from trees and manufacturing residuals to be used for a significant portion of energy needs in our manufacturing operations. This allows utilization of carbon-neutral energy sources and reduces reliance on energy sources derived from fossil fuels. Using biomass to produce energy also reduces landfill waste, which results in less greenhouse gas (GHG) and methane emissions. To further enhance our ability to track and report on climate-related issues, the Company began implementation of a comprehensive program to collect material Scope 1 and 2 GHG emissions data. This is an important step in understanding the emissions impact of the Company’s operations and allows future enhancement of reporting climate metrics in the TCFD framework. Additionally, the

Company participates in the American Wood Council’s efforts to develop lifecycle assessments (LCA) and Environmental Product Declarations (EPD) for wood products and works with third parties to develop company-specific LCAs and EPDs for wood products manufactured by the Company. These are valuable tools for understanding and communicating the environmental footprint of wood products from raw material procurement to end-of-life.

The safety of our employees is a core value, and the Company maintains robust safety programs focused on identifying hazards and eliminating risks, as well as safety processes and procedures aimed at eliminating injuries in the workplace. The Company has responded to changes in the work environment by creating a flexible work policy as we recognize the demands of balancing work, family, and personal obligations and we believe we are better when we work together to serve our customers, find creative solutions, and enrich our culture. Although the nature of most of our jobs in our Wood Products and BMD segments cannot be accomplished remotely or accommodate multiple flexible schedules, we are open to listening, learning, and providing flexible work arrangements where practical and productive.

Our Total Rewards program provides competitive pay, comprehensive health benefits, robust financial security resources, well-being programs, community engagement and opportunities, and career recognition and development. Selecting and developing talent is a vital aspect of our human capital strategy because we believe our employees are at the heart of our purpose and fulfillment of our promise to our shareholders. We focus on developing talent from within our business segments and supplement that talent with finding the right external hires to support key strategic objectives. We work towards business continuity and personal growth by developing our employees as individuals through targeted leadership programs. Individual development includes annual performance reviews with development plans, access to a variety of resources, including self-help resources, and continuing education opportunities. During 2023, our employees were able to participate in leadership training through a combination of online platforms and in-person learning. Further, employees contribute service hours to boards and nonprofit organizations in the communities where they live and work. These programs enable the Company’s employees to

connect with the community, further improve the Company’s reputation locally, and instill a sense of pride in the workforce.

Boise Cascade is pursuing excellence by embracing our differences. The Company is committed to fostering an inclusive culture that celebrates diversity and creates connection where everyone feels seen, heard, and valued. Consistent with our core values, we are invested in our work to welcome diversity, build community, and grow our people and our business. This work is led by the Company’s director of DEI and starts at the top with our Board and our executive leadership team. In 2023, we launched six business inclusion groups to drive our strategy forward. All employees are invited to join any of our business inclusion groups which are helping to build communities of belonging while driving business impact. Our employees are also invited to participate in monthly DEI webinars and complete DEI learning curricula to be part of our journey and drive meaningful outcomes.

To modernize our human resources technology system and provide a simple, integrated experience for our employees, we launched our new HCM system in 2022. Since then, we launched numerous modules within the integrated platform, including our learning management system, with plans to deploy additional modules in 2024 that will enhance our performance management, self-service, and document management processes. We are working to enhance the Company’s ability to report on human capital metrics, enhance system security and data privacy measures, and focus on the employee experience across the organization.

Additional information about our ESG and sustainability programs can be found by going to our website, www.bc.com, and selecting Our Company at the top dropdown menu of the page, then Sustainability. This is the Company sustainability page, which includes our CEO sustainability commitment letter. From the Company Sustainability page, you can select Environment which provides additional information on the Company’s environmental programs, including carbon and climate, environmental management, forest certifications, and sustainable forestry. From the Company Environment page, you can also select Our Environmental Policies at the bottom of the page, which provides links to additional policies, including our Climate Change Policy, Conflict Minerals Policy, Environmental Policy, Sustainable Forestry Implementation Policy, and Wood and Forest Based Product Procurement Policy. From the Company Sustainability page, you can select Social which provides additional information on the Company’s social programs, including safety, DEI, and communities. From the

Company Social page, you can also select Our Policies at the bottom of the page, which provides links to additional policies, including Bribery, Anti-Corruption, and Improper Payments, Corporate Ethics and Compliance, Equal Opportunity, Anti-Discrimination, and Anti-Harassment, Fair Labor

Practices, and Human Rights Statement, and Supply Chain. The Company Privacy Policy can be viewed from our website home page (www.bc.com), or any other Company website page, by selecting Privacy Policy at the bottom of the page.

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Currently, the positions of Board chair and chief executive officer are filled separately. Our Board believes that this structure is appropriate for the Company at this time. Our current Board chair’s experience as our former chief executive officer provides our Board with valuable insight on operational and industry issues.

Our corporate governance and nominating committee and our Board have adopted the Guidelines to serve as a flexible framework within which the Board conducts business. The corporate governance and nominating committee and Board routinely review the Guidelines, with the most recent review occurring in February 2024. Because the Board chair is a former chief executive officer of the Company, upon his reelection to the Board, Mr. Hannah will fill the lead independent director role. Our lead independent director presides over all meetings of the independent Directors and works collaboratively with our Board chair and chief executive officer regarding Board governance, including the Board evaluation process and establishing meeting agendas for our Board. As of Mr. Hogans’ retirement on May 2, 2024, the lead independent director will not chair the corporate governance and nominating committee as the Board desires to provide development in committee leadership positions for succession planning purposes. The lead independent director’s responsibilities include:

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Generally chairs the corporate governance and nominating committee

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Leading the Board’s processes for selecting and evaluating new Directors and key management positions

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Presiding at all meetings of the Board at which the Board chair is not present

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