BOISE CASCADE COMPANY (NYSE:BCC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01(b). Departure of Certain Officers
On January 16, 2019, John T. Sahlberg, SVP, HR and General Counsel of Boise Cascade Company (“Boise Cascade” or the “Company”), submitted his notice of retirement effective March 1, 2019. On January 16, 2019, Dan Hutchinson, EVP, Wood Products, submitted his notice of retirement effective April 1, 2019. Jill Twedt, who has served as VP, Legal & Secretary of the Company, will replace John Sahlberg as VP, General Counsel and Secretary. Erin Nuxoll, who has served as VP, Human Resources, was promoted to SVP, Human Resources. Mike Brown, who has served as SVP Operations, Wood Products, will replace Dan Hutchinson as EVP, Wood Products.
Item 9.01(c). Appointment of Certain Officers
On January 22, 2019, the Company issued a press release announcing that on January 18, 2019, the Board of Boise Cascade appointed Nate Jorgensen, age 54, Chief Operating Officer. Mr. Jorgensen became Senior Vice President of Engineered Wood Products, Wood Products Manufacturing, in November 2017. His previous positions with the Company’s Wood Products Manufacturing business include: Vice President of Engineered Wood Products from February 2016 through February 2017; and Engineered Wood Products Marketing Manager from June 2015 through February 2016. Prior to his employment with Boise Cascade, Mr. Jorgensen was employed as Vice President of Weyerhaeuser Distribution from February 2011 through June 2015. There are no arrangements or understandings to which Mr. Jorgensen was selected, or family relationships or transactions with related parties that require disclosure.
In connection with his appointment as Chief Operating Officer, on January 18, 2019, the Compensation Committee of the Board approved Mr. Jorgensen’s annual base salary of $477,000. In addition, Mr. Jorgensen entered into a new severance agreement with the Company in the form of other severance agreements entered into with the Company’s executive officers, a copy of which form is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 30, 2016. The agreement provides for compensation and benefits allowances in the event employment is terminated other than for cause or by reason of voluntary termination. Mr. Jorgensen is entitled to receive two times the sum of his annual base salary plus his target annual incentive, and a lump sum equal to 18 times the monthly company-paid premium amount for all health and welfare benefits. The provision of the severance benefits provided for in the agreement is conditioned upon receipt from the Company of a release of claims and undertakings as to non-solicitation, non-disparagement, and non-competition.
A copy of the press release announcing the officer changes described above is furnished as Exhibit 99.1 to this Report on Form8-K
Item 9.01(e). Compensatory Arrangements
On January 18, 2019, Boise Cascade entered into a Leadership Recognition Agreement (“Leadership Agreement”) and a Restricted Stock Unit Agreement (“RSU Agreement”) with Wayne Rancourt, the Company’s EVP, Chief Financial Officer and Treasurer. The Leadership Agreement provides, subject to specified conditions, for a payment of $500,000 if Mr. Rancourt remains employed with the Company through December 31, 2020. The RSU Agreement provides, subject to specified conditions for vesting, an award of 20,000 restricted stock units if he remains employed with the Company through December 31, 2022.
The foregoing descriptions of the Leadership Agreement and the RSU Agreement do not purport to be complete and are qualified in their entirety by the provisions of the agreements, which will be filed by the Company as exhibits to its Annual Report on Form 10-K for the year ended December 31, 2018.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
The following exhibits are filed as part of this Report on Form 8-K:
BOISE CASCADE Co Exhibit
EX-99.1 2 bccexhibit991leadershipcha.htm PRESS RELEASE Exhibit Exhibit 99.1Boise Cascade Company 1111 West Jefferson Street Ste 300 PO Box 50 Boise,…
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About BOISE CASCADE COMPANY (NYSE:BCC)
Boise Cascade Company, formerly Boise Cascade, L.L.C., is a plywood and engineered wood products (EWP) manufacturer and building materials distributor with operations throughout the United States. The Company’s segments include Wood Products, Building Materials Distribution, and Corporate and Other. Its Wood Products segment manufactures plywood, EWP, studs, particleboard and ponderosa pine lumber. Its Building Materials Distribution segment is a wholesale distributor of various building materials, including EWP, OSB, plywood, lumber and general line items, such as siding, metal products, insulation, roofing and composite decking. It manufactures EWP, consisting of laminated veneer lumber, I-joists and laminated beams. Its products are used in residential construction, residential repair-and-remodeling projects, light commercial construction and industrial applications. It serves over 4,500 customers, including retail lumberyards, wholesalers and industrial converters, among others.