21 unchanged sentences
Based on this assessment, management has concluded as of December 31, 2023, our internal control over financial reporting was effective.
−Removed: Boise Cascade acquired Coastal Plywood Company and its plywood manufacturing operations on July 25, 2022.
+Added: Boise Cascade acquired Brockway-Smith Company (BROSCO) on October 2, 2023.
Management has excluded these facilities from its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023.
−Removed: These facilities represented approximately 8% of Boise Cascade's consolidated total assets
−Removed: as of December 31, 2022, and approximately 1% of Boise Cascade's consolidated revenue for the year ended December 31, 2022.
+Added: These facilities represented approximately 6% of Boise Cascade's consolidated total assets as of December 31, 2023, and approximately 1% of Boise Cascade's consolidated revenue for the year ended December 31, 2023.
The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report, which is included herein.
2 unchanged sentences
OTHER INFORMATION
+Added: During the three months ended December 31, 2023, none of Boise Cascade's directors or officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT DISCLOSURES
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
−Removed: For information with respect to the executive officers of the Registrant, see "Executive Officers and Key Management" in "Item 1.
+Added: For information with respect to the executive officers of the Registrant, see "Information About Our Executive Officers and Key Management" in "Item 1.
Business" of this Form 10-K.
We have adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief financial officer, and principal accounting officer.
−Removed: Our Code of Ethics is available on our website at www.bc.com by clicking on Code of Ethics .
+Added: Our Code of Ethics is available on our website at www.bc.com/investors, on the Corporate Governance tab by clicking on Code of Ethics under the Governance Documents section.
Our website is not part of, and is not incorporated by reference to, this Form 10-K.
1 unchanged sentence
Information with respect to our directors and certain other corporate governance matters is incorporated by reference from the information contained under the sections “Proposal No.
−Removed: 1 - Election of Twelve Directors,” and “Corporate Governance” in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 4, 2023, to be filed with the Commission no later than 120 days after December 31, 2022, in accordance with General Instruction G(3) to the Form 10-K.
+Added: 1 - Election of Eleven Directors,” and “Corporate Governance” in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 2, 2024, to be filed with the Commission no later than 120 days after December 31, 2023, in accordance with General Instruction G(3) to the Form 10-K.
EXECUTIVE COMPENSATION
3 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item is incorporated herein by reference from information contained under the sections "Director Independence" and "Related-Person Transactions" in our Proxy Statement for the Annual Meeting of
−Removed: Stockholders to be held on May 4, 2023, to be filed with the Commission no later than 120 days after December 31, 2022, in accordance with General Instruction G(3) to the Form 10-K.
+Added: The information required by this Item is incorporated herein by reference from information contained under the sections "Director Independence" and "Related-Person Transactions" in our Proxy Statement for the Annual Meeting of Stockholders to be held on May 2, 2024, to be filed with the Commission no later than 120 days after December 31, 2023, in accordance with General Instruction G(3) to the Form 10-K.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
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10-K 001-35805 3.1 2/22/2021
−Removed: Amended and Restated Bylaws of Boise Cascade Company effective July 27, 2016
−Removed: 10-Q 001-35805 3.2 7/28/2016
+Added: Amended and Restated Bylaws of Boise Cascade Company effective October 26, 2023
+Added: 8-K 001-35805 3.2 10/27/2023
Form of stock certificate of Boise Cascade Company
30 unchanged sentences
10-Q 001-35805 10.1 10/31/2022
−Removed: Term Loan Agreement, dated March 30, 2016, by and among Boise Cascade Company, Boise Cascade Building Materials Distribution, L.L.C., and Boise Cascade Wood Products, L.L.C., as borrowers, the lenders that are signatories hereto as the lenders, American AgCredit, PCA, as the Administrative Agent and sole lead arranger
+Added: Ninth Amendment to Amended and Restated Credit Agreement, dated March 31, 2023, by and among the Lenders identified on the signature pages thereof, Wells Fargo Capital Finance, LLC, as administrative agent, Boise Cascade Company, and the other Borrowers identified on the signature pages thereof
10-Q 001-35805 10.4 5/4/2023
−Removed: First Amendment to Term Loan Agreement, dated December 8, 2016, by and among Boise Cascade Company, the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, American AgCredit, PCA, as the administrative agent, and the lenders party thereto
−Removed: 8-K 001-35805 10.1 12/8/2016
Boise Cascade Company Supplemental Pension Plan, as amended through July 31, 2013
S-4 333-191191 10.17 9/16/2013
−Removed: Pension Plan Group Annuity Contract, effective August 6, 2020
−Removed: 10-Q 001-35805 10.1 11/1/2021
Boise Cascade Company Incentive and Performance Plan, as amended through July 31, 2013
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10-Q 001-35805 10.2 5/4/2023
+Added: Form of 2023 Director Restricted Stock Unit Agreement under the Boise Cascade Company 2016 Incentive Compensation Plan
+Added: 10-Q 001-35805 10.3 5/4/2023
Boise Cascade Company Code of Ethics
6 unchanged sentences
CFO Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Executive Compensation Clawback Policy
101.INS Inline XBRL Instance Document X
31 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.