Document


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): May 3, 2018
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 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 o
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. o






Item 5.07    Submission of Matters to a Vote of Security Holders.

(a)
Annual Shareholders' Meeting.

The annual shareholders' meeting of Boise Cascade Company (the “Company”) was held on May 3, 2018. The matters submitted to a vote of the Company’s shareholders at the Company’s annual meeting are set forth in clause (b) below and are described in detail in the Company’s definitive 2018 Notice of Annual Shareholders’ Meeting and Proxy Statement (the “Proxy Statement”).


(b)
Voting Results.
Proposal No. 1 - Election of Directors

Shareholders elected four Class II directors: Thomas K. Corrick, Richard H. Fleming, Mack L. Hogans, and Christopher J. McGowan, with terms expiring at the Company’s annual meeting in 2021. The final vote results with respect to each director-nominee are set forth below:

Nominee
For

Against

Abstain

Broker Non-Votes

Thomas K. Corrick
33,011,560

93,617

20,228

2,871,725

Richard H. Fleming
33,009,277

95,396

20,732

2,871,725

Mack L. Hogans
32,696,794

408,231

20,380

2,871,725

Christopher J. McGowan
33,008,679

95,491

21,235

2,871,725


Proposal No. 2 - Advisory Approval of the Company’s Executive Compensation Program

The nonbinding advisory proposal via resolution to approve the compensation of our named executive officers as described in the Proxy Statement was approved. The final voting results are set forth below:
For

Against

Abstain

Broker Non-Votes

32,223,899

868,315

33,191

2,871,725


Proposal No. 3 - Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2018.

Shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2018. The related final voting results are set forth below:
For

Against

Abstain

Broker Non-Votes

35,698,579

272,474

26,077








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: May 4, 2018