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Boise Cascade Company is asking shareholders to vote at its virtual 2026 Annual Meeting on April 30, 2026, on four items: electing ten directors, setting the frequency of say‑on‑pay votes, approving executive compensation on an advisory basis, and ratifying KPMG as auditor for 2026.
The proxy highlights a leadership transition, with Jeff Strom becoming chief executive officer in March 2026, former CEO Nate Jorgensen moving to non‑independent board chair (subject to reelection), and Kristopher Matula serving as lead independent director. Committee chairs for audit and compensation will also refresh, while the board remains majority independent.
Strategically, management emphasizes expanding distribution and engineered wood products, data‑driven operational excellence, and digital innovation. In 2025 the company invested about $275 million in capital projects and acquisitions, and returned $216.0 million to shareholders through buybacks and dividends. The filing details extensive governance, clawback, and risk‑oversight practices, plus environmental and human capital initiatives.
Boise Cascade SVP, CFO & Treasurer Kelly E. Hibbs reported equity compensation and related tax withholding transactions in common stock. On March 1, 2026, Hibbs received a grant of 6,345 shares underlying a 2026 restricted stock unit award, with shares deliverable in three equal tranches on March 1 of 2027, 2028, and 2029. The filing also shows a total of 6,551 shares withheld at $82.74 per share to cover tax liabilities on performance and restricted stock unit awards, with this amendment specifically correcting the number of performance stock unit shares withheld. After these transactions, Hibbs directly owns 61,766 shares of Boise Cascade common stock.
Boise Cascade senior vice president and general counsel Jill Twedt reported routine equity compensation and related tax withholding. She received a 2026 restricted stock unit award covering 4,472 shares of common stock, which will be delivered in three equal tranches on March 1 of 2027, 2028, and 2029. To cover tax obligations on performance share units and restricted stock units, a total of 4,122 shares was withheld at $82.74 per share in two transactions. This amendment corrects the previously reported numbers of PSU and RSU shares withheld for taxes, and following these entries she directly holds 32,615 shares of Boise Cascade common stock.
Boise Cascade COO Jeffrey Robert Strom received a grant of 22,964 shares underlying a 2026 restricted stock unit award tied to his CEO‑Elect role. The RSUs will be delivered in three equal tranches on March 1 of 2027, 2028 and 2029. To cover taxes on vesting awards, 6,919 shares were withheld at $82.74 per share, leaving him with 52,821 directly held common shares.
Boise Cascade EVP Troy Little reported equity compensation and related tax withholding in Boise Cascade common stock. He received a grant of 6,345 restricted stock units representing shares deliverable in three equal tranches on March 1 of 2027, 2028 and 2029. To cover tax obligations on performance share units and restricted stock units, 1,347 and 1,081 shares, respectively, were withheld at a price of $82.74 per share. After these compensation-related transactions, he directly holds 16,618 shares of common stock. The amendment corrects the previously reported numbers of PSU and RSU shares withheld for taxes.
Boise Cascade CEO Nate Jorgensen reported routine equity compensation and related tax withholding transactions in company common stock. He received a grant of 1,813 shares of common stock on March 3, 2026 at $0.00 per share as a stock award. On March 1, 2026, a total of 33,522 shares were disposed of at $82.74 per share to cover tax obligations on vested PSU and RSU awards, classified as tax-withholding dispositions rather than market sales. Following these transactions, Jorgensen directly holds 216,460 shares of Boise Cascade common stock.
Boise Cascade executive vice president Joanna L. Barney received a grant of 6,345 shares of common stock on March 1, 2026, representing a 2026 restricted stock unit award. According to the filing, these shares will be delivered in three equal tranches on March 1 of 2027, 2028 and 2029.
The same date, a total of 2,224 shares (911 and 1,313 shares) were disposed of to satisfy tax liabilities at $82.74 per share, reflecting routine tax-withholding transactions rather than open-market sales. After these entries, Barney directly holds 16,493 shares of Boise Cascade common stock.
Boise Cascade CEO Nate Jorgensen reported a mix of equity award activity and related tax transactions in company stock. He received a grant of 1,813 shares of common stock at $0.00 per share, tied to restricted stock units that vest and become deliverable on March 1, 2027.
On the same reporting, 23,829 shares and 10,442 shares of common stock were disposed of at $82.74 per share as tax-withholding dispositions on performance and restricted stock unit awards vesting, rather than open-market sales. After these transactions, he directly owned 215,711 shares of Boise Cascade common stock.
Boise Cascade EVP Joanna L. Barney reported equity compensation and related tax withholdings in company stock. On March 1, 2026, she acquired 6,345 shares of common stock at $0.00 per share as a restricted stock unit award, with shares deliverable in three equal tranches on March 1, 2027, 2028 and 2029. The filing also shows two tax-withholding dispositions: 1,376 shares and 1,714 shares of common stock were withheld at $82.74 per share to cover taxes due on vesting RSU and PSU awards. After these transactions, she directly owned 15,627 shares of Boise Cascade common stock.
Boise Cascade Co executive Kelly E. Hibbs reported equity award and related tax withholdings. On March 1, 2026, Hibbs acquired 6,345 shares of common stock through a 2026 restricted stock unit award, with shares deliverable in three equal tranches on March 1 of 2027, 2028, and 2029.
On the same date, the filing shows two tax-withholding dispositions: 5,667 performance-based stock unit shares and 2,241 restricted stock unit shares were withheld at $82.74 per share to cover taxes due upon vesting. After these transactions, Hibbs held 60,409 common shares directly.