Boise Cascade Company (BCC) Proxy Filing summary

Executive summary

• Strategy centers on expanding distribution capabilities, growing engineered wood products (EWP), and leveraging an integrated business model for operational excellence and innovation over the next two to five years.

• 2025 saw $275 million invested in capital projects and acquisitions, including new facilities in Texas and Massachusetts, and modernization of manufacturing mills.

• $216 million was returned to shareholders via dividends and share repurchases in 2025.

• Leadership transitions include a new CEO, Jeff Strom, effective March 2026, with succession planning and board refreshment ongoing.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors for one-year terms, advisory vote on frequency of executive compensation votes, approval of executive compensation, and ratification of KPMG as external auditor.

• Board recommends voting FOR all proposals and director nominees.

• No shareholder proposals or nominations were received for this meeting.

Board of directors and corporate governance

• Board is 80% independent, with all committees fully independent.

• Board refreshment includes new committee chairs and a new lead independent director, effective April 2026.

• Board and committee self-evaluations, director time commitment, and overboarding policies are in place.

• Annual elections for all directors, majority vote standard, and no shareholder rights plan.