Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02(d). Election of Directors On October 26, 2026, the Board of Directors (the "Board") of Boise Cascade Company ("Boise Cascade" or the "Company") expanded the size of the Board from 10 to 11 directors and elected Mr. Brian Carlson to fill the newly created vacancy effective immediately. Mr. Carlson will serve on the Audit Committee and the Corporate Governance and Nominating Committee. Mr.…
Filed Oct 29, 2026Accepted Oct 29, 2026, 5:15 PM EDTCIK 1328581Accession 0001328581-26-000030
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02(d). Election of Directors
On October 26, 2026, the Board of Directors (the "Board") of Boise Cascade Company ("Boise Cascade" or the "Company") expanded the size of the Board from 10 to 11 directors and elected Mr. Brian Carlson to fill the newly created vacancy effective immediately. Mr. Carlson will serve on the Audit Committee and the Corporate Governance and Nominating Committee. Mr. Carlson spent 30 years with Huber Engineered Woods ("Huber"), including serving as president from 2007 until his retirement in 2025. During his career with Huber, Mr. Carlson held leadership roles spanning research and development, sales, marketing, business development, strategy, and innovation.
There are no arrangements or understandings between Mr. Carlson and any other person pursuant to which Mr. Carlson was selected as a director, and there are no transactions between Mr. Carlson and the Company that would require disclosure under Item 404(a) of Regulation S-K. Mr. Carlson does not have any family relationships with any executive officer or director of the Company. As a non-employee director, Mr. Carlson will be entitled to the same compensation paid to all non-employee directors of the Company. For a description of the Company's director compensation policy, see the section titled "Board Compensation" as set forth in the Company's most recent Proxy Statement as filed with the U.S. Securities and Exchange Commission (the "SEC") on March 17, 2026. In connection with his election to the Board, Mr. Carlson has entered into an Indemnification Agreement with the Company substantially in the form of Indemnification Agreement for directors and executive officers filed with the SEC on February 22, 2022 as Exhibit 10.23 to the Company's Annual Report on Form 10-K. The press release announcing the appointment of Mr. Carlson is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 5.02.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On October 29, 2026, Boise Cascade issued a press release announcing that its Board had declared a quarterly dividend of $0.23 per share to holders of its common stock, payable on December 16, 2026 to stockholders of record on December 1, 2026. The press release is furnished as Exhibit 99.2 and incorporated by reference into this Item 7.01.
The information in this Item 7.01 of Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.