¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

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•	We target annual base pay at the 50th percentile of the market. We believe this enables us to effectively retain and recruit the talented officers we need to achieve strong financial and operational goals.

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We provide at-risk pay opportunities linked to achievement of short- and long-term goals that benefit shareholders. These compensation elements are also structured so target payouts are set at the 50th percentile of the market. These short- and long-term incentives comprise a significant portion of each officer's total compensation opportunity, since they are designed to motivate and reward our officers for maximizing shareholder value.

•	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. For 2011, our named executive officers received long-term equity incentive compensation opportunities in a mixture of time-vesting restricted stock or restricted stock units, performance units, and stock options.

•	Our annual incentive compensation opportunities are tied to achievement of financial goals and individual contributions to the company or individual lines of business. Because we are a manufacturing company, we also link a small portion of at-risk annual short-term incentive pay to the achievement of safety goals.

•	We provide limited perquisites, including only those benefits that are consistent with competitive practice as necessary to attract and retain key executives.

•	We have an executive compensation recovery (clawback) policy.

•	We do not have single-trigger change in control agreements, and our executives' severance agreements do not contain gross-up provisions.

•	We have stock ownership guidelines for our directors and elected officers that require retention of shares until specific targets are met.

•	We froze our defined benefit pension plan in 2009. For those officers who had benefits under the Supplemental Pension Plan (SUPP) and/or Supplemental Early Retirement Plan (SERP), these were also frozen.

•	We eliminated the financial counseling allowance for our executive officers effective April 2011.

•	Our operating income was the highest since our inception as a public company nearly four years ago.

•	We achieved our best safety performance in our history.

•	We focused our investments on products driven by packaging demand, acquiring two new packaging-based businesses.

•	Through dividends and share repurchase programs, we returned $249 million in capital to shareholders during the 16 months from December 2010 through March 2012.

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•	FOR the election of the three director nominees;

•	FOR the advisory approval of our executive compensation program; and

•	FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2012.

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•	B.A., University of California at Los Angeles

•	L.L.B., University of California at Los Angeles, School of Law

•	Great Lakes Dredge & Dock Corporation - provider of global dredging services and domestic commercial and industrial demolition services (Mr. Albert serves as chair of Great Lakes' audit committee and a member of its compensation committee)

•	None

•	Extensive experience as a former chief executive officer and board chair of a capital-intensive industry

•	International business experience

•	Legal expertise

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•	B.S., Cornell University

•	M.B.A., Emory University

•	Great Lakes Dredge & Dock Corporation - provider of global dredging services and domestic commercial and industrial demolition services

•	None

•	Extensive accounting background, with over 25 years of accounting experience

•	Certified public accountant

•	Holds a masters of business administration

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•	B.A., Lafayette College

•	J.D., University of California at Los Angeles, School of Law

•	None

•	None

•	Expertise in business continuity and risk management programs

•	Extensive experience with corporate governance matters

•	Legal expertise

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•	A.B., Harvard College (cum laude)

•	Great Lakes Dredge & Dock Corporation - provider of global dredging services and domestic commercial and industrial demolition services (Mr. Leight serves as Great Lakes' board chair and chair of its nominating and corporate governance committee)

•	TradeStation Group, Inc. - online brokerage firm serving active trader and certain institutional trader markets

•	Over 25 years of experience in asset and hedge fund management, venture capital, and private equity investing

•	Expertise in capital markets

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•	B.S. (Finance and Taxes), University of Edenkoben, Germany

•	M.S. (Business and Administration), University of Wiesbaden, Germany

•	None

•	None

•	Extensive international business experience

•	Extensive financial background, with over 30 years of accounting experience

•	Experience as chief executive officer of a capital-intensive, global company

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•	Economics, Albert-Ludwigs-Universität, Freiburg, Germany

•	M.B.A., McGill University, Montreal, Canada

•	None

•	None

•	Previous experience as chief executive officer of a publicly traded company

•	Previous experience as board chair of a publicly traded company

•	Extensive international business experience across a wide variety of industries

•	Extensive experience in capital-intensive industries

•	Management consulting experience

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•	B.A., University of Michigan (with Highest Distinction)

•	J.D., Harvard Law School (cum laude)

•	Great Lakes Dredge & Dock Corporation - provider of global dredging services and domestic commercial and industrial demolition services (Mr. Weiss serves as chair of Great Lakes' compensation committee and a member of its nominating and corporate governance committee)

•	None

•	Extensive experience with private equity and asset management companies

•	Previous experience as chief executive officer in a variety of industries

•	Legal expertise

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•	Our 2011 net income was $75.2 million, or $0.70 per diluted share, and our operating income was the highest since our inception as a public company nearly four years ago.

•	In 2011, we achieved our best safety performance in our history, and we believe our recordable incident rate is among the best in the paper and packaging industry.

•	We focused our investments on products driven by packaging demand, acquiring two new packaging-based businesses.

•	Through dividends and share repurchase programs, we returned capital to shareholders.

•	Base salary increases for our named executive officers were minimal. Only our chief financial officer, who was promoted to the position at the beginning of the year, received an increase in excess of 1.5% of his salary.

•	Short-term incentive award payouts for 2011 were above target, based on solid company financial and safety performance and the strong performance of our individual named executive officers during 2011.

•	In 2011, we resumed our practice of granting annual long-term equity incentive plan awards to our officers and key managers to reflect our emphasis on long-term compensation and our philosophy of aligning the interests of our executive officers with the interests of our shareholders.

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He or she is, or has been within the last three years, or an immediate family member is, or has been within the last three years, one of our executive officers (consistent with NYSE interpretative guidance, a director's prior service as a nonemployee officer of a special purpose acquisition company (SPAC) will not preclude the board from finding the director is independent, as long as the director served as an officer without compensation and resigned his or her position as a SPAC officer upon the acquisition of the operating company);

•	He or she has received, or an immediate family member has received, during any 12-month period during the last three years, more than $120,000 per year in direct compensation from us, other than director and committee fees or deferred compensation for prior service;

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He or she is a current partner or employee of our external auditing firm or he or she has an immediate family member who is a partner of such firm; he or she has an immediate family member who is a current employee of such firm and works personally on our audit; or he or she or an immediate family member was a partner or employee of such firm and worked personally on our audit during the last three years;

•	He or she or an immediate family member is, or has been within the last three years, employed as an executive officer by another company whose compensation committee includes one or more of our present executive officers;

•	He or she is a current employee, or an immediate family member is a current executive officer, of a company that makes payments to or receives payments from us for property or services, which in any fiscal year exceed 2% or $1 million, whichever is greater, of the other company's consolidated gross revenues; and

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•	He or she is an executive officer of a tax-exempt organization for which our contributions in any of the three preceding years exceeded 2% or $1 million, whichever is greater, of the organization's consolidated gross revenues for such year.

•	Have accepted, directly or indirectly, any consulting, advisory, or other compensatory fees from us, other than compensation for service as a director; and

•	Be an “affiliated person” of the company, as the SEC defines that term.

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•

Enterprise Risk Management Dashboard - Our enterprise risk management effort includes a COSO-based framework for identifying and assessing key strategic, operational, financial, and compliance risks. We have assigned each key risk to an executive risk owner who is responsible for ongoing risk assessment and management. On a semi-annual basis, the management team completes a formal assessment of enterprise risk. This assessment includes identification of new risks we face, reassessment of known risks, and assessment of our risk response activities and controls. A product of this process is an enterprise risk management dashboard that is used to report the results to the board;

•	Management of Major Risks - The most critical risk areas we face are reviewed in depth with our board;

•	Strategic Planning Processes - Our annual strategic planning and budgeting process includes identification of risks and a sensitivity analysis, which is reviewed with our board;

•	Derivative Risk Management - We maintain a derivative risk committee and processes, and we review derivative/hedging activity with our board several times each year;

•	Compliance Risk - Risk factors required to be disclosed in our SEC filings are reviewed with our board; and

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Internal Audit - 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 maintains a high level assessment of risks and controls for key operations, functions, processes, applications, and systems within the company. The audit committee meets a number of times each year with our senior internal auditing executive.

•	None of our businesses presents a high risk profile in that a very large percentage of our revenues and income is derived from commodity products (paper and packaging) sold at established or indexed commodity prices;

•	No single business unit carries a significant portion of our risk profile;

•	No single operating unit is significantly more profitable than others on a consistent basis (although profitability varies from year to year depending on commodity pricing);

•	Our incentive pay structure rewards results that benefit us in both the short and long term (i.e., short-term incentives are not paid out at the expense of long-term shareholder value);

•	Our incentive pay program has both minimum and maximum caps designed to take into account short- and long-term affordability measures;

•	The compensation committee reserves the right to reduce or eliminate any awards, in its discretion, with respect to our short-term incentive pay program;

•	We have adopted an executive compensation recovery policy; and

•	With the implementation of our executive compensation recovery policy and stock ownership guidelines, our executive compensation program does not encourage our management to take unreasonable risks relating to the business.

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•	Selecting the independent auditor;

•	Approving the overall scope of the audit;

•	Annually reviewing the independent auditor's formal written statement describing its internal quality-control procedures, any material issues raised by such review and steps taken to deal with such issues, all relationships between the auditors and the company, and the independence of the auditors;

•	Establishing clear hiring policies for employees or former employees of the external auditors;

•	Preapproving all audit services and nonaudit services to be performed for us by the independent auditors;

•	Annually obtaining from the independent auditors a formal written statement of fees billed for audit and nonaudit services rendered by the independent auditors for the most recent fiscal year;

•	Providing oversight of our accounting and financial reporting principles, policies, controls, procedures, and practices and reviewing significant changes as suggested by the independent auditors or management;

•	Discussing the annual audited financial statements and quarterly financial statements, including matters required to be reviewed under applicable legal and regulatory requirements, with management and the independent auditor;

•	Recommending to our board of directors the inclusion of our audited financial statements in our annual report on Form 10-K and ensuring the independent auditors have fulfilled their responsibilities under AICPA SAS 114 “The Auditor's Communication with Those Charged with Governance" and SAS 115 "Communicating Internal Control Related Matters in an Audit;"

•	Annually preparing a report to be included in our proxy statement, as required by SEC rules, and submitting such report to our board of directors for approval;

•	Discussing with management and the independent auditor, as appropriate, earnings press releases and other financial information provided to the public;

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•	Discussing with management and/or our general counsel any legal matters that may have a material impact on our financial statements or that might require disclosure in our financial statements and any material reports or inquiries from regulatory or governmental agencies;

•	Reviewing with management the appointment and replacement of the senior internal auditing executive and annually evaluating his or her performance;

•	Reviewing with the senior internal auditing executive the significant reports to management prepared by the internal auditing department and management's responses;

•	Reviewing with the senior internal auditing executive, the independent auditor, and management the internal audit department responsibilities, budget, and staffing and the internal audit plan for the coming year;

•	Establishing procedures for the receipt, retention, and treatment of complaints from our employees on accounting, internal controls, or auditing matters and for confidential, anonymous submissions by our employees of concerns regarding questionable accounting or reporting matters;

•	Discussing with management our overall risk assessment and risk management policies and reviewing with our board of directors management's effectiveness in identifying and managing key business risks facing the company;

•	Meeting separately with management, the corporate audit staff, and the independent auditor;

•	Handling such other matters that are specifically delegated to the audit committee by our board of directors from time to time; and

•	Reporting regularly to the full board of directors.

*	Mr. Weiss was appointed to serve on the compensation committee of our board of directors effective March 1, 2011. Consequently, Mr. Weiss served for only 5 of the 8 compensation committee meetings held in 2011, and he attended all 5 of those meetings.

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•	Reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and annually evaluating the chief executive officer's performance in light of those goals and objectives;

•	Reviewing and approving the compensation and incentive opportunities of our elected officers;

•	Reviewing and approving employment offers and agreements, severance arrangements, change-in-control arrangements, and other similar arrangements between the company and our elected officers;

•	Reviewing and approving guidelines covering ownership of our stock by our elected officers;

•	Reviewing our compensation philosophy and programs as they affect all employees;

•	Reviewing executive succession plans for executive positions and business and staff organizations;

•	Producing an annual report on executive compensation for inclusion in our proxy statement;

•	Reviewing and discussing with management disclosures regarding advisory votes on executive compensation and the frequency of such votes for inclusion in our proxy statement;

•	Administering our equity incentive plans;

•	Reviewing, at least annually, a risk assessment of our compensation policies and practices for our employees; and

•	Handling such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

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•	Annually reviewing and recommending director compensation and benefits;

•	Recommending to our board of directors the response to any shareholder proposal we receive;

•	Developing and recommending to our board of directors for approval corporate governance guidelines and a code of ethics applicable to our directors, officers, and employees and reviewing the effectiveness of such guidelines and code of ethics at least annually and recommending changes as necessary;

•	Developing and recommending to our board of directors for approval an annual self-evaluation process of our board of directors and its committees and annually overseeing the self-evaluations and reporting the findings to our board of directors; and

•	Reviewing and evaluating our board of directors' criteria for director eligibility and recommending to our board of directors guidelines for determining director independence.

•	Identifying and recommending for election individuals who meet the criteria our board of directors has established for board membership; and

•	Reviewing the committee structure of our board of directors and recommending for our board of directors' approval the composition of each committee.

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•	General understanding of elements relevant to the success of a publicly traded company in the current business environment;

•	Understanding of our business; and

•	Educational and professional background.

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•	Annual cash retainer;

•	Annual committee membership fees;

•	Annual equity award; and

•	Reimbursement for travel and other expenses incurred in connection with their duties.

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•	Each of our directors;

•	Each of our named executive officers; and

•	All of our directors and executive officers as a group.

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•	Alexander Toeldte, president and chief executive officer

•	Samuel K. Cotterell, senior vice president and chief financial officer

•	Robert A. Warren, executive vice president and chief operating officer

•	Karen E. Gowland, senior vice president, general counsel and secretary

•	Judith M. Lassa, senior vice president, paper and specialty products

•	Strong financial performance. Our net income for 2011 was $75.2 million or $0.70 per diluted share, and our operating income was the highest since our inception as a public company nearly four years ago.

•	Commitment to safety as an integral value. In 2011, the company achieved its best safety performance in its history, and we believe our recordable incident rate is among the best in the paper and packaging industry.

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Strategic growth and investment. In 2011, the company focused its investments on products driven by packaging demand, building on the company's already significant presence in linerboard, corrugated containers, and specialty label and release products markets. In March, we acquired Tharco Packaging, Inc. Tharco offers an extensive range of corrugated products and services that complements and expands Boise's existing packaging business. In December, the company acquired the Hexacomb® protective packaging business of Pregis Corporation. Hexacomb expands our position in the protective packaging market, provides a platform for further growth, steps up our vertical integration within our containerboard business, and delivers synergies with limited execution risk.

•	Return of capital to shareholders. Through dividends and share repurchase programs, we returned $249 million in capital to shareholders during the 16 months from December 2010 through March 2012.

•	Maintained low debt-to-equity ratio. During 2011, we completed two acquisitions and refinanced our debt, which expands our borrowing capacity and extends our debt maturities, while maintaining a low debt-to-equity ratio.

•	Continued dedication to customers. We earned the top honor from our largest customer, winning the OfficeMax 2011 Supplier of the Year award. In June 2011, we extended our long-term relationship with OfficeMax Incorporated by entering into a new paper purchase agreement. The new agreement recognizes the mutually beneficial commercial partnership.

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•	Base salary increases for 2011 were minimal. Only our chief financial officer, who was promoted to the position at the beginning of the year, received an increase in excess of 1.5% of his salary.

•	Short-term incentive award payouts for 2011 ranged from 123% to 133% of target, based on solid company financial and safety performance and the strong performance of our individual named executive officers during 2011.

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In 2011, we resumed our practice of granting annual long-term incentive plan awards to our officers and key managers. The 2011 annual equity awards granted to each of our named executive officers ranged in value from $274,017 to $1,701,965. Resuming annual grants of long-term incentive grants in 2011 reflects our emphasis on long-term compensation and our philosophy of aligning the interests of our executive officers with the interests of our shareholders. The 2011 annual grant values were reduced below fully competitive levels to reflect the multiyear nature of prior awards granted to our officers.

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•	We have an executive compensation recovery (clawback) policy.

•	We do not have single-trigger change-in-control agreements, and our executives' severance agreements do not contain gross-up provisions.

•	We have stock ownership guidelines for our elected officers that require retention of shares until specific targets are met.

•	We froze our defined benefit pension plan in 2009. For those officers who had benefits under the Supplemental Pension Plan (SUPP) and/or Supplemental Early Retirement Plan (SERP), these were also frozen.

•	We eliminated the financial counseling allowance for our executive officers effective April 2011.

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•	Operate in similar industries and, to the extent possible, have similar cost structures, business models, and global reach;

•	Are similarly sized, particularly in terms of revenue and market capitalization;

•	May be “talent competitors” either in attracting new employees to the organization or in failing to retain individuals who leave for other opportunities;

•	Shareholders may consider as alternative investment opportunities; and

•	In totality, provide a reasonable and defensible group for comparison purposes.

•	Boise's competitors as indicated by the company in its 2009 annual report on Form 10-K;

•	Boise's competitors as indicated by Hoover's online;

•	Prevalence as an “industry peer” in various analyst reports;

•	Prevalence in a “peer companies of proposed peers” analysis;

•	Obtaining an appropriate mix of paper and packaging companies;

•	Prevalence in Boise's prior executive compensation peer groups (analyzed only to understand the potential impact of consistency in proxy reporting); and

•	Company size, to create a peer group with summary percentiles reasonably aligned with Boise's revenues, market cap, and enterprise value.

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*	For purposes of 2012 compensation determinations, Smurfit-Stone Container Corporation will be excluded from the peer group because it is now a wholly owned subsidiary of Rock-Tenn Company.

•	Target annual base pay at the 50th percentile of the market. We believe this enables us to effectively retain and recruit the talented officers we need to achieve strong financial and operational goals.

•

Provide at-risk pay opportunities linked to achievement of short- and long-term goals that benefit shareholders. These compensation elements are also structured so target payouts are set at the 50th percentile of the market. These short- and long-term incentives compose a significant portion of each officer's total compensation opportunity, since they are designed to motivate and reward our officers for maximizing shareholder value.

Á	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. For 2011, our named executive officers received long-term incentive compensation opportunities in a mixture of time-vesting restricted stock or restricted stock units, stock options, and performance units.

Á	Our annual incentive compensation opportunities are tied to achievement of financial goals and individual contributions to the company or individual lines of business. Because we are a manufacturing company, we also link a small portion of at-risk annual short-term incentive pay to the achievement of safety goals.

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•	The anticipated contribution by the officer;

•	The equity awards required from a competitive point of view to attract and/or retain the services of the officer;

•	The market data for competitive positions provided by Cook & Co.;

•	The value of previous equity awards granted to that officer;

•	The overall cost of the equity compensation program; and

•	The total value of all other forms of compensation relative to the target value of the annual long-term incentives.

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•	34% restricted stock or restricted stock units;

•	33% stock options; and

•	33% performance units.

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•	Maintain retention effectiveness on a continuous basis;

•	Ease pressure on performance goal setting for performance units;

•	Allow executive officers to build a portfolio of exercise prices for stock options;

•	Provide more transparency to our executive officers; and

•	Align the company's long-term incentive program with typical market practice.

•	For the December 2010 dividend, an equity award scheduled to vest in March 2012 that is equivalent in value to the dividends the officer would have received on common shares;

•	For the May 2011 dividend and future dividends, if any, a cash payment on restricted stock and restricted stock unit awards equivalent in value to the dividends the officer would have received on common shares to be paid at the time the underlying awards vest; and

•	Also for the May 2011 dividend and future dividends, if any, a common share payment on unvested stock options equal to the dividends paid on common shares during the period from the grant date to the vest date of the stock options, to be paid at the time the underlying awards vest.

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•	Alexander Toeldte - Compensation information is presented for Mr. Toeldte, our president and chief executive officer, for the fiscal years ended December 31, 2011, 2010, and 2009.

•	Samuel K. Cotterell - Mr. Cotterell was elected as our senior vice president and chief financial officer effective January 1, 2011. Mr. Cotterell was not one of our named executive officers in our 2010 and 2009 proxy statements. Accordingly, compensation information for Mr. Cotterell is presented only for the fiscal year ended December 31, 2011.

•	Robert A. Warren - Compensation information is presented for Mr. Warren, our executive vice president and chief operating officer, for the fiscal years ended December 31, 2011, 2010, and 2009.

•	Karen E. Gowland - Ms. Gowland, our senior vice president, general counsel and secretary, was not one of our named executive officers in our 2010 and 2009 proxy statements. Accordingly, compensation information for Ms. Gowland is presented only for the fiscal year ended December 31, 2011.

•	Judith M. Lassa - Ms. Lassa, senior vice president of our paper and specialty products operations, was not one of our named executive officers in our 2009 proxy statement. Accordingly, compensation information for Ms. Lassa is presented only for the fiscal years ended December 31, 2011 and 2010.

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•	1.25% of the average of the highest five consecutive years of compensation out of the last ten years of employment, calculated as of April 14, 2009, multiplied by the employee's years of service through December 31, 2003, plus

•	1% of the average of the highest five consecutive years of compensation out of the last ten years of employment, calculated as of April 14, 2009, multiplied by the employee's years of service after December 31, 2003, through April 14, 2009.

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•	Are 55 years old or older, if elected by OfficeMax Incorporated (formerly Boise Cascade Corporation) prior to June 1, 2004;

•	Are 58 years old or older, if elected on or after June 1, 2004, and prior to October 29, 2004 (the SERP was closed to new entrants as of October 29, 2004);

•	Have ten or more years of service;

•	Have served as an elected officer for at least five full years; and

•	Retire before age 65.

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•	A regular match equal to $0.70 on the dollar up to the first 6% of eligible compensation; plus

•	For employees hired or rehired on or after November 1, 2003, a discretionary match that was announced annually and could vary from year to year but would be no more than $0.30 on the dollar up to the first 6% of eligible compensation. This match was provided only to those eligible employees who were employed by us on the last day of the plan year (December 31).

•	Base Company Contribution - We contribute the equivalent of 3% of a participant's eligible compensation to his or her account; plus

•	Matching Company Contribution - We match $0.50 for each $1.00 a participant contributes up to the first 3% of his or per pay; plus

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Discretionary Matching Company Contribution - We intend to provide a discretionary match of $0.50 for each $1.00 a participant contributes to the plan up to the first 3% of pay. The actual amount of the discretionary match may vary from year to year, depending on our financial performance and, thus, the affordability of the match. We will announce at the end of each year whether a discretionary match will be made and, if so, in what amount.

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•	Voluntary termination with good reason or involuntary termination without cause or due to restructuring;

•	Involuntary termination due to change in control;

•	For-cause termination or voluntary termination without good reason;

•	Retirement; or

•	Death or disability.

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•	Depart from the Boise Air Terminal and proceed north to Vista Avenue - proceed 2.3 miles on Vista Avenue

•	Turn slightly left onto Capitol Boulevard - proceed 1.2 miles on Capitol Boulevard

•	Turn left (west) onto Idaho Street - proceed .3 mile to 11th Street

•	Turn right (north) onto 11th Street - proceed one block north to Bannock Street

•	Turn left (west) onto Bannock Street - visitor parking is available in the Boise Plaza parking lot on the southeast corner of the intersection of 12th and Bannock Streets

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