Boise Cascade Co

1. 1

   Election of Ten Directors

   ManagementBoard: FOR

   Elect ten directors to the Company’s board of directors, each to serve a one-year term.

2. 2

   Advisory Vote on Frequency of Advisory Vote Regarding Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to select the frequency (1, 2, or 3 years) for future advisory votes on executive compensation; board recommends an annual vote.

   More detail

   This management proposal asks shareholders to indicate, on a nonbinding advisory basis, how often they would like the Company to hold future advisory votes on executive compensation (commonly called “say-on-pay” frequency). Management and the board support an annual vote and recommend shareholders select the one-year option, arguing annual votes provide a more frequent and timely mechanism for shareholders to express views about executive pay and allow the board and compensation committee to receive feedback more regularly and respond to shareholder concerns. The proposal is non-binding; however, the board will consider the outcome when determining the frequency. The context includes the Company’s strong historical investor support for executive compensation (average over 96% 2021–2025) and management’s view that annual votes support stronger governance. There are no regulatory or transaction-related reasons driving this vote; it is a governance practice decision. For investors evaluating governance, factors to consider include the board’s responsiveness to shareholder feedback, the cost and administrative burden of annual votes, and whether more frequent votes materially improve compensation oversight. The board’s recommendation cites improved governance and shareholder engagement as rationale; opponents of annual frequency might argue that less-frequent votes allow for longer-term assessment of pay outcomes and reduce administrative costs. The compensation committee will consider the vote result in setting future frequency but retains discretion.

3. 3

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement; board recommends a vote FOR.

   More detail

   This management proposal seeks a nonbinding advisory approval of the Company’s executive compensation (the compensation of named executive officers) as disclosed in the proxy statement (CD&A, tables, narrative). Management explains the program’s design: market-based target (generally 50th percentile), significant at-risk performance-based pay via short-term incentives (EBITDA and PRONWC measures) and long-term performance stock units tied to ROIC over a three-year period, use of independent advisor FW Cook, and robust clawback policies. The Board recommends a FOR vote based on the compensation committee’s determination that the program aligns executive incentives with long-term shareholder value and past shareholder support (over 96% approval average 2021–2025). The vote is advisory and nonbinding, but the Board will consider the result in future pay decisions. Analysts should weigh the program’s pay mix, performance metrics, historical payouts, and governance features (clawbacks, recoupment policies, equity vesting schedules) when evaluating the merits. The compensation committee’s discretion in payouts and severance/change-in-control protections also merit scrutiny for potential alignment or misalignment with shareholder interests.

4. 4

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

5. 5

   Other Business

   Management

   To transact such other business as may properly come before the meeting.

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When is the Boise Cascade Co 2026 annual meeting?

Boise Cascade Co (BCC) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Boise Cascade Co 2026 meeting?

The record date for the Boise Cascade Co 2026 meeting is Thursday, March 5, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Boise Cascade Co's 2026 meeting?

The board is presenting 10 director nominees at the Boise Cascade Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Boise Cascade Co 2026 meeting?

Shareholders will vote on 5 proposals at the Boise Cascade Co 2026 meeting, each tagged with who proposed it and the board's recommendation.