UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 15, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
(Address of principal executive offices) (Zip Code)
(208 ) 384-6161
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 5.02(b). Departure of Certain Officers
On January 15, 2020, Tom Corrick, Chief Executive Officer of Boise Cascade Company (“Boise Cascade” or the “Company”), notified the Company of his retirement as CEO and director effective March 6, 2020.
Item 5.02(c). Appointment of Certain Officers
On January 15, 2020, Boise Cascade issued a press release announcing that on that same day, the Board of Boise Cascade elected Nate Jorgensen, age 55, as Chief Executive Officer of the Company, with an effective date of March 6, 2020. Mr. Jorgensen became Chief Operating Office in January 2019. His previous positions with the Company’s Wood Products business include Senior Vice President of Engineered Wood Products, from November 2017 until January 2019; Vice President of Engineered Wood Products from February 2016 through November 2017; and Engineered Wood Products Marketing Manager from June 2015 through February 2016. Prior to his employment with Boise Cascade, Mr. Jorgensen was employed at Weyerhaeuser Company, a New York Stock Exchange-listed timberlands and wood products company, as Vice President of Weyerhaeuser Distribution, from February 2011 through June 2015. Mr. Jorgensen received a bachelor’s degree in Civil and Environmental Engineering from the University of Wisconsin and also attended the Tuck School of Business Executive Education Program, Dartmouth University, Hanover, New Hampshire. There are no arrangements or understandings pursuant to which Mr. Jorgensen was selected, or family relationships or transactions with related parties, that require disclosure.
In connection with his election as CEO, on January 15, 2020, the Compensation Committee of the Board approved Mr. Jorgensen’s annual base salary of $850,000 and an annual short-term incentive target of 110% of annual base salary, with an effective date of March 6, 2020. Mr. Jorgensen’s severance agreement, dated as of February 2019, remains effective, a form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 30, 2016.
Item 5.02(d). Election of Director
On January 15, 2020, the Company issued a press release announcing that on that same day, the Board of Boise Cascade elected Mr. Jorgensen, effective March 6, 2020, to fill the board seat vacated by Mr. Corrick. As an employee-director Mr. Jorgensen will not receive additional compensation and will not serve on any committees.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit No. | Description of Exhibit |
101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BOISE CASCADE COMPANY | ||
By | /s/ Jill Twedt | |
Jill Twedt Vice President, General Counsel and Corporate Secretary | ||
Date: January 15, 2020 | ||
Exhibit 99.1
Boise Cascade Company | |
1111 West Jefferson Street Ste 300 PO Box 50 Boise, ID 83728 | |
T 208-384-6161 F 208-331-5757 | |
News Release |  |
Media contact Lisa Chapman Office 208-384-6552 | Investor relations contact Wayne Rancourt Office 208-384-6073 | |
For immediate release: January 15, 2020
Boise Cascade announces CEO transition
Boise Cascade Company (Boise Cascade) (NYSE: BCC) announced today that Nate Jorgensen will become its new chief executive officer (CEO), effective March 6, 2020. Mr. Jorgensen will replace Tom Corrick, who will be retiring from his roles as CEO and director after nearly 37 years with Boise Cascade. Mr. Jorgensen will also replace Mr. Corrick’s seat on the Board of Directors.
Mr. Jorgensen has 33 years of experience in the forest products industry, joining the Boise Cascade engineered wood products (EWP) marketing team in 2015. He was promoted to senior vice president in 2017 to lead the EWP sales and marketing organization, and was named chief operating officer (COO) in January 2019, responsible for overseeing the Wood Products and Building Materials Distribution divisions. Mr. Jorgensen recently joined the board of directors for the American Wood Council.
“It is a privilege to lead this organization and our 6,100 talented associates,” said Mr. Jorgensen. “I share our senior leadership’s passion for operational excellence, strategic market growth and exceptional customer service. By leveraging our integrated business model, we are well positioned to focus on the opportunities that lie ahead.”
Mr. Corrick began his Boise Cascade career in 1980 as an internal auditor. He went on to hold a number of leadership roles, culminating with his appointment to CEO in March 2015. Mr. Corrick has served on several advisory committees and boards, including recently accepting a position on the board of directors, Salt Lake City branch of the Federal Reserve Bank of San Francisco. He will also continue his involvement with community organizations and nonprofits in Boise, Idaho.
“On behalf of Boise Cascade, I want to thank Tom for his outstanding contributions and lasting legacy on the company and the industry,” said Tom Carlile, board chair. “Our deliberate succession planning process has enabled us to ensure a seamless transition. Nate has a well-established reputation and embodies personal values consistent with the core values of our company. The Board is confident that his leadership will continue to best serve our employees, customers, suppliers and shareholders into the future.”
About Boise Cascade
Boise Cascade is one of the largest producers of engineered wood products and plywood in North America and a leading U.S. wholesale distributor of building products. For more information, please visit our website at www.bc.com.