Boise Cascade Company (BCC) Proxy Filing summary

Executive summary

• Strategy centers on growing as a premier integrated manufacturer and distributor of building products, emphasizing integrity, safety, respect, and excellence.

• 2024 saw $6.7B in revenue, $423.7M returned to shareholders via dividends and buybacks, and over $240M invested in capital projects and acquisitions.

• Leadership changes included new executive appointments and a refreshed board and committee structure, with further board refreshment planned for 2026.

• 2025 priorities include expanding EWP manufacturing, pursuing organic growth, and enhancing operational excellence.

Voting matters and shareholder proposals

• Shareholders will vote to elect eleven directors for one-year terms, approve executive compensation (say-on-pay), approve the 2025 Omnibus Incentive Plan, and ratify KPMG as the independent auditor.

• Board recommends a FOR vote on all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 21, 2025.

Board of directors and corporate governance

• Board is 91% independent, with all committees fully independent.

• Board skills matrix covers financial, industry, technology, M&A, legal, HR, and governance expertise.

• Annual board, committee, and director self-evaluations are conducted, and a lead independent director role is established.

• Board diversity includes over 25% gender and nearly 20% racial/ethnic variation.

• No shareholder rights plan; annual director elections with majority vote standard.