---

---

---

1.	To elect three members to serve as Class III directors to our board of directors;

2.	To hold an advisory vote on the compensation of our named executive officers (say-on-pay);

3.	To amend Article Six, Section 4 of the Company's Certificate of Incorporation to change the election standard for directors running unopposed from a plurality to a majority of shareholder votes;

4.	To approve the 2016 Boise Cascade Omnibus Incentive Plan;

5.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and

6.	To conduct other business as appropriate.

---

---

---

---

---

---

---

---

▪	We target annual base pay at the 50th percentile of the comparable market compensation data. We believe this enables us to effectively attract and retain talented and experienced officers to manage and lead the Company.

▪

We provide at-risk pay opportunities in the form of short- and long-term incentives. These compensation elements are also structured so target opportunities are set at or near the 50th percentile of the market. These short- and long-term incentives comprise a significant portion of each officer's total compensation opportunity since they are designed to motivate and reward our officers for growing the Company and maximizing shareholder value.

---

▪	Long-term performance is the most important measure of our success because we manage our operations and business affairs for the long-term benefit of our shareholders. For 2015, our named executive officers received long-term equity incentive compensation opportunities in a combination of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs).

▪	Our annual incentive compensation opportunities are tied to achievement of corporate and, in some cases, divisional financial goals.

▪	We provide limited perquisites, including only those benefits that are consistent with typical market practice.

▪	Reviewed the first annual advisory vote regarding our executive compensation program (say-on-pay).

▪	Engaged Frederic Cook & Co. Inc. (Frederic Cook) to assist our compensation committee and our board in a comprehensive review of our executive compensation.

•	With the assistance of Frederic Cook, reviewed all components of our executive compensation and made adjustments in some cases moving our executives from below median to closer to the median.

▪	Are submitting for shareholder approval the 2016 Boise Cascade Omnibus Incentive Plan which includes a prohibition on repricing stock options without shareholder approval and eliminates liberal share repricing for options.

▪	Adopted a new, long-term incentive plan for our executive officers for 2016 that uses Return on Invested Capital (ROIC) rather than EBITDA as the new performance measure and moves to a three-year cliff vesting of earned performance shares rather than pro rata payout over three years.

▪	Adopted as part of our insider-trading policy, a hedging policy that prohibits participants in our long-term incentive plan, including our officers and directors, from any hedging or monetizing transaction to lock in the value of the securities.

•	Eliminated retention award agreements for executive officers. Prior to our 2013 Initial Public Offering and during the housing crisis, several retirement-eligible executives were given retention award agreements. All of these were paid out prior to 2015.

•

Adopted a formal clawback policy. While long-term incentive awards under the 2013 Omnibus Incentive Plan are subject to being clawed back, the new formal policy allows the board to claw back both short-term and/or long-term incentive awards in the future if it finds that the payment was predicated on achieving financial results that were subsequently subject to a substantial restatement or determines that the employee engaged in intentional misconduct or malfeasance that substantially caused the restatement and a lower payment would have been made under the restated results.

•	Reviewed and confirmed our list of peer companies.

•	Evaluated the potential risks arising from our compensation policies and practices to ensure they reflect current and anticipated business conditions and that the performance targets are sufficiently challenging.

---

▪	We entered into an agreement to purchase Georgia-Pacific's engineered lumber business for $215 million. We expect this acquisition to close in the first half of 2016, subject to receipt of regulatory approval.

▪	We successfully transitioned the leadership roles at the CEO level and at the executive vice president level in our Wood Products business.

▪	We repurchased 722,911 shares of our stock and now have a total of 4,586,973 treasury shares as of December 31, 2015.

▪	We grew sales to over $3.6 billion. Building Materials Distribution sales increased by over $100 million year-over-year. Commodity price declines in lumber and plywood of 14% and 7% resulted in a 3% decline in Wood Products' sales.

▪	We earned net income of $52.2 million and EBITDA(1) of $158.5 million.

▪	We ended 2015 with liquidity to support continued organic and acquisition growth in 2016.

▪	We successfully transitioned in-house the human resources, information technology and accounting services that had been a part of our outsourcing agreement with Packaging Corporation of America (PCA).

▪	We accelerated our capital spending. Wood Products completed the Chester #2 dryer and the Elgin log utilization center and started the Florien #5 dryer project. The Chester and Florien projects are expected to reduce manufacturing costs and increase internal veneer production for both plywood and engineered wood products.

(1)

EBITDA is defined as income before interest (interest expense and interest income), income tax provision (benefit), and depreciation and amortization and is not required by or presented in accordance with generally accepted accounting principles (GAAP) in the United States. Management uses EBITDA to evaluate ongoing operations and believes it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. To reconcile this non-GAAP measure with the most directly comparable GAAP measure (net income), please refer to page 24 of our 2015 annual report on Form 10-K, Item 6. Selected Financial Data.

---

(1)	Mr. Carlile served as our CEO until March 6, 2015.

(2)	Mr. Corrick became our CEO March 7, 2015, and prior to assuming that role served as chief operating officer.

---

▪	FOR the election of the three director nominees;

▪	FOR the nonbinding advisory approval vote of our executive compensation program;

▪	FOR the adoption of majority vote requirement for directors in unopposed elections;

▪	FOR the adoption of the 2016 Omnibus Incentive Plan; and

▪	FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2016.

---

---

---

▪	B.A. in business administration, Idaho State University

▪	TrueBlue, Inc.

▪	Experience as a chief executive officer and director provides insight on strategic and operational issues and valuable business knowledge. Also provides strong accounting and financial expertise and experience in workforce management to our board.

---

▪	B.S. in accounting, University of Idaho

▪	J.D., University of Idaho

▪	B.S. in finance and accounting, University of Southern California

▪	Reliance Steel & Aluminum Co.

▪	Experience as a chief executive officer of a major products distribution company provides valuable insight on operational and industry issues. Also provides strong accounting and financial expertise to our board.

---

▪	B.S. in accounting, Boise State University

▪	Stanford Executive Program

▪	IDACORP, Inc.

▪	Position as former chief executive officer with 42 years' experience with the Company and its predecessors allows him to advise the board of directors on operational and industry matters affecting the Company.

▪	B.B.A., Texas Christian University, Fort Worth, Texas

▪	MBA, Texas Christian University, Fort Worth, Texas

---

•	Over 32 years of experience with the Company and its predecessor enables Mr. Corrick to provide valuable insight on the Company, its culture, and the governance and financial controls in the Company.

•	As chief executive officer, he is also able to provide operational and financial information important to board discussions.

▪	B.S. in economics, University of the Pacific, Stockton, CA

▪	MBA with finance specialization, Tuck School of Business at Dartmouth College

▪	Columbus McKinnon Corporation

▪	Provides strong financial skills to our board of directors and has relevant industry experience.

---

•	B.S. in forestry and natural resources, University of Michigan

•	M.S. in forest resources, University of Washington

•	Graduate of Stanford University Graduate School of Business Executive Program (SEP)

•	Has relevant industry experience and provides strong corporate governance and compliance skills to our board of directors.

•	B.S. in mechanical engineering, Purdue University

•	M.S. in aerospace engineering, University of Cincinnati

•	M.B.A. in finance and production, University of Chicago Graduate School of Business

•	Buckeye Technologies Inc.

---

▪	Has relevant industry experience and provides strong corporate governance and compliance skills to our board of directors.

▪	B.S. in accounting, Oregon State University

▪	University of Virginia Darden Executive Program

▪	The Greenbrier Companies, Inc.

▪	Cascade Corporation

▪	West Coast Bancorp

▪	StanCorp Financial Group

▪	Experience as a chief executive officer of a major forest products company provides our board of directors with valuable insight on operational and industry issues. Also provides strong accounting and financial expertise to our board.

---

▪	B.A., Columbia University, Theoretical Mathematics

▪	M.B.A., Harvard Graduate School of Business

▪	Cedar Capital, LLC (a registered investment adviser that operates registered investment companies)

▪	Smurfit Kappa Group Ltd. (formerly known as Jefferson Smurfit Group)

▪	Provides strong financial and governance skills to our board of directors.

---

---

•	Awards under the 2016 Omnibus Incentive Plan will continue to be administered by our compensation committee (Section 4.2) which is comprised entirely of independent directors who meet SEC and NYSE independence standards.

•	Annual awards to non-employee directors are limited. The value of shares and cash awarded to a single, non-employee director during a calendar year may not exceed $450,000 (Section 3.3).

---

•	Repricing of options and stock appreciation rights is prohibited without shareholder approval (Section 5.3).

•	Dividends or dividend equivalents payable in connection with performance-based awards are subject to the same restrictions and risk of forfeiture as the underlying award.

•	With respect to "covered employees" within the meaning of Section 162(m), the compensation committee may not adjust performance-based awards intended to qualify under Section 162(m) upwards and may not waive the achievement of the applicable performance goals except in the case of death, disability or special circumstances (Section 10.3).

•

The plan limits grants to any participant during any 12-month period to no more than 500,000 shares with respect to options or stock appreciation rights and 500,000 shares that can be earned pursuant to full value awards that are intended to comply with the performance-based exemption under Section 162(m). In addition, during any calendar year, no participant may be granted a qualified performance-based award that is denominated in cash under which more than $5,000,000 may be earned for each 12 months in the performance period. The awards are doubled with respect to awards that may be granted to a participant during the first year in which the participant commences employment with the Company (Section 10.5).

•	Awards granted under the plan have a "double trigger" in the event of a change in control (Section 11.1).

•	Awards are subject to recoupment (being clawed back) under the Company's clawback policy and, as required by law, including the Dodd Frank Act once the applicable SEC rules are in effect.

•	The 2016 Omnibus Incentive Plan also prohibits the liberal recycling of options and stock appreciation rights.

(1)	an award that is forfeited,

(2)	an award that expires or otherwise terminates without issuance of shares, or

---

---

•	Sales (including comparable sales), net sales, or return on sales;

•	Revenue, net revenue, product revenue or system-wide revenue (including growth of such revenue measures);

•	Operating income (before or after taxes), pre- or after-tax income or loss (before or after allocation of corporate overhead and bonus), earnings or loss per share, or net income or loss (before or after taxes);

•	Return on equity, total stockholder return, return on assets or net assets;

•	Appreciation in and/or maintenance of the price of the shares or any other publicly traded securities of the Company;

•	Market share;

•	Gross profits, gross or net profit margin, gross profit growth, net operating profit (before or after taxes), operating earnings, or earnings or losses or net earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and amortization);

•	Economic value-added models or equivalent metrics;

•	Comparisons with various stock market indices;

•	Reductions in costs, cash flow (including operating cash flow and free cash flow) or cash flow per share (before or after dividends);

•	Return on capital (including return on total capital, pre-tax return on net working capital, or return on invested capital), cash flow return on investment, or cash flow return on capital;

•	Improvement in or attainment of expense levels or working capital levels, including cash, inventory and accounts receivable, general and administrative expense savings, inventory control, operating margin, or gross margin;

•	Year-end cash, cash margin, debt reduction, stockholders equity, operating efficiencies, or cost reductions or savings;

•

Market share, customer satisfaction, customer growth, employee satisfaction, productivity or productivity ratios, regulatory achievements (including submitting or filing applications or other documents with regulatory authorities or receiving approval of any such applications or other documents and passing pre-approval inspections (whether of the Company or the Company’s third-party manufacturer) and validation of manufacturing processes (whether the Company’s or the Company’s third-party manufacturer’s)), strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property; establishing relationships with commercial entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing organizations, distributors and other vendors), supply chain achievements (including establishing relationships with manufacturers or suppliers of component materials and manufacturers of the Company’s products), or co-development, co-marketing, profit sharing, joint venture or other similar arrangements);

•

Financial ratios, including those measuring liquidity, activity, profitability or leverage; cost of capital or assets under management; financing and other capital raising transactions (including sales of the Company’s equity or debt securities; debt level year-end cash position, book value, factoring transactions, competitive market metrics, timely completion of new product roll-outs, timely launch of new facilities (such as new operational openings, gross or net), sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally; or through partnering transactions), or royalty income; or

•

Implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitions and divestitures, succession and hiring projects, reorganization and other corporate transactions, expansions of specific business operations and meeting divisional or project budgets; factoring transactions; and recruiting and maintaining personnel.

---

•	Options and SARs outstanding as of the date of the termination of employment will immediately vest, become fully exercisable, and may thereafter be exercised for 24 months (or the period of time set forth in the award agreement);

•	The restrictions, limitations and other conditions applicable to restricted stock and restricted stock units outstanding as of the date of such termination of employment will lapse and the restricted stock and restricted stock units shall become free of all restrictions, limitations and conditions and become fully vested; and

---

•	The restrictions, limitations and other conditions applicable to any other share-based awards shall lapse, and such other share-based awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant.

---

•	Outstanding full-value awards (restricted stock units and performance stock units): 351,719 shares (0.8% of our fully-diluted shares outstanding);

•	Outstanding stock options: 117,282 shares (0.3% of our fully-diluted shares outstanding) (outstanding stock options have a weighted average exercise price of $27.19 and a weighted average remaining term of 6.3 years);

•	Total shares of common stock subject to outstanding awards, as described above (restricted stock units, performance stock units and stock options): 469,001 shares (1.1% of our fully-diluted shares outstanding);

•	Total shares of common stock available for future awards under the 2013 Omnibus Incentive Plan: 2,426,903 shares (5.8% of our fully-diluted shares outstanding);

•	The total number of shares of common stock subject to outstanding awards (469,001 shares), plus the total number of shares available for future awards under the 2013 Omnibus Incentive Plan (2,426,903 shares), represents a current fully-diluted overhang percentage of 6.9% (in other words, the potential dilution of our stockholders represented by the 2013 Omnibus Incentive Plan); and

•	If the 2016 Omnibus Incentive Plan is approved, the total shares of common stock subject to outstanding awards as of December 31, 2015 (469,001 shares), plus the proposed shares available for issuance under the 2016 Omnibus Incentive Plan (3,700,000 shares), represent a total fully-diluted overhang of 4,169,001 shares (9.7%) under the 2016 Omnibus Incentive Plan.

---

---

---

---

(1)	The closing price of our common stock on the NYSE on February 25, 2015 was $36.17 per common share. The award units are divided evenly between PSUs and RSUs.

(2)	Mr. Carlile's retirement was scheduled for March 6, 2015, and he was not awarded any LTI for 2015.

(3)	New Hires and promoted employees who come into the plan mid-year were granted pro rata share of RSUs but no PSUs.

---

---

---

---

▪	None of our businesses presents a high risk profile in that a very large percentage of our revenues and income is derived from commodity products;

▪	Our incentive pay structure rewards performance in both the short and long term (i.e., short-term incentives are not paid out at the expense of long-term shareholder value);

▪	Our incentive pay program has both minimum and maximum caps designed to take into account short- and long-term affordability measures;

▪	The compensation committee reserves the right to reduce or eliminate any awards, in its discretion, with respect to our short-term incentive pay program;

▪	We have adopted a clawback for our equity-based Long Term Incentive Plan (LTIP) and our cash-based Short Term Incentive Plan (STIP) that enables our board to clawback any or all of any award predicated on restated financial results where the employee engaged in intentional misconduct leading to the restatement and could have received a lower payment under the restatement; and

▪	Our executive compensation program does not encourage our management to take unreasonable risks relating to the business.

---

•	identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•	recommending to our board a slate of director nominees for election or reelection at the annual meeting of shareholders; and

•	recommending to our board of directors persons to fill board and committee vacancies.

•	experience as a senior officer in a public or substantial private company or other comparable experience;

•	breadth of knowledge about issues affecting the Company and/or its industry;

•	expertise in finance, logistics, manufacturing, law, human resources or marketing or other areas that our board determines are important areas of needed expertise; and

•

personal attributes that include integrity and sound ethical character, absence of legal or regulatory impediments, absence of conflicts of interest, demonstrated track record of achievement, ability to act in an oversight capacity, appreciation for the issues confronting a public company, adequate time to devote to our board of directors and its committees, and willingness to assume broad/fiduciary responsibilities on behalf of all stockholders. The corporate governance and nominating committee is committed to nondiscrimination in its selection practices and makes decisions primarily on the basis of skills, qualifications, and experience.

---

---

---

(1)	All members of the audit committee are independent as defined under the applicable NYSE listing standards and in accordance with Rule 10A-3 under the Exchange Act, as determined by our board of directors.

(2)	The audit committee met two times in person and four times telephonically during 2015.

(3)	Our board of directors has determined that Messrs. McGowan, Cooper, and Fleming are audit committee financial experts, as defined in Item 407(d)(5) of Regulation S-K under the Securities Act.

▪	Reviewing and discussing with management and the independent auditors:

◦	the Company’s annual audited financial statements and quarterly unaudited financial statements;

◦	major issues regarding accounting principles, financial statement presentations, and the adequacy and effectiveness of the Company’s internal controls;

◦	significant financial reporting issues and judgments including the effects of alternative GAAP methods on the financial statements; and

◦	the effect of regulatory and accounting initiatives on the Company’s financial statements.

▪	Discussing with management our overall risk assessment and risk management policies;

▪	Reviewing disclosures made by our chief executive officer and chief financial officer regarding any significant deficiencies or material weakness in the design or operation of the Company’s internal control over financial reporting and any fraud involving management or employees who have a significant role over financial reporting;

▪	Establishing procedures for the receipt, retention, and treatment of complaints or confidential submissions regarding accounting, internal accounting controls, or auditing matters;

▪	Overseeing such portions of the Code of Ethics as our board of directors may designate from time to time;

---

▪	Discussing with management and/or our general counsel any legal matters that may have a material impact on our financial statements;

▪	Selecting, overseeing, and determining the compensation of the Company’s independent auditors;

▪	Approving audit fees paid to independent auditors, preapproving all audit services (and non-audit services to be performed for the Company by the independent auditors) and considering whether the provision of non-audit services is compatible with maintaining the auditor’s independence;

▪	Annually evaluating the qualifications, performance, and independence of the independent auditors;

▪	Annually preparing a report to be included in our proxy statement and submitting such report to our board of directors for approval;

▪	Reviewing the scope and staffing of the independent auditors annual audit, discussing all matters required by PCAOB auditing Standard No. 16, and discussing any audit problems or difficulties and management’s response;

▪	Reviewing internal audit department activities and approving the internal audit department projects and annual budget; and

▪	Reviewing with the senior internal auditing executive the significant reports to management prepared by the internal auditing department and management's responses.

(1)	All members of the compensation committee are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors.

(2)	The compensation committee of our board of directors met in person four times and two times telephonically.

▪	Assisting our board of directors in discharging its responsibilities relating to compensation of our board members, chief executive officer, and other executive officers;

▪	Reviewing and approving employment agreements and other similar arrangements between the Company and our chief executive officer and other executive officers;

---

▪	Reviewing and evaluating the Company's overall compensation philosophy and overseeing the Company's equity, incentive, and other compensation and benefits plans; and

▪	Preparing the compensation committee report on executive officer compensation required by the SEC for inclusion in the Company’s annual proxy statement or Annual Report on Form 10-K.

(1)	All members of the corporate governance and nominating committee are independent as defined under the applicable NYSE's listing standards, as determined by our board of directors.

(2)	The corporate governance and nominating committee of our board of directors met in person three times during 2015.

▪	Identifying and assessing persons qualified to become board members, consistent with the qualification standards and criteria approved by the board;

▪	Recommending to the board a slate of director nominees for election or reelection at the annual meeting of stockholders;

▪	Recommending to the board the structure and membership of board committees;

▪	Recommending to the board persons to fill board and committee vacancies;

▪	Overseeing annual evaluations of the board and committees of the board;

▪	Reviewing periodically the Guidelines applicable; and

▪	Making other recommendations to the board relative to corporate governance issues.

---

(1)	Mr. Cooper joined the board of directors on February 25, 2015. Mr. Carlile joined the board of directors in February 2013 and became chairman on March 7, 2015. Mr. McDougall served as chairman through March 6, 2015. Their cash payments were pro-rated for 2015.

(2)	On February 25, 2015, and effective March 7, 2015, our chairman of the board was awarded 2,903 time-vested restricted stock units with a grant date fair value of $105,002. Our other board members were awarded 2,212 time-vested restricted stock units with a grant date fair value of $80,008.

(3)	We do not provide our directors with pension benefits. Our director-deferred compensation plan was open for contributions in 2015, and Messrs. Cooper and Matula, and Ms. Gowland participated. The amounts reported in the third column reflect the above-market portions of interest earned on compensation deferred in 2015.

(4)	Mr. Norton resigned from our board effective February 27, 2015. Mr. Norton's cash payment was prorated for 2015, and he did not receive a 2015 stock award.

---

(1)	The actual cash retainers were pro-rated for Messrs. Carlile, Cooper, McDougall, and Norton.

(2)	On February 25, 2015, the chairman of the board received 2,903 time-vested restricted stock units with a grant date fair value of $105,002, and each nonemployee director received 2,212 time-vested restricted stock units with a grant date fair value of $80,008 per award. See note (2) to the Director Compensation Table for additional information regarding such grants.

---

(1)	On February 24, 2016, each director received 5,435 time-vested restricted stock units with a grant date fair value of $16.56 per award.

(2)	As Chairman, Mr. Carlile received an additional $25,000 of time-vested restricted stock units or an additional 1,509 units.

---

---

(1)	Under SEC rules, a person is considered to beneficially own any shares over which they exercise sole or shared voting and/or investment power (Column A) plus any shares they have the right to acquire within 60 days of March 7, 2016 (Column B).

(2)	Percent of class (Column C) is calculated by dividing the number of shares beneficially owned (Column A plus Column B) by the Company's total number of outstanding shares on March 7, 2016 (38,750,173 shares) plus the number of shares such person has the right to acquire within 60 days of March 7, 2016 (Column B).

(3)	Pursuant to Schedule 13G/A, Amendment No. 2, dated December 31, 2015, and filed with the SEC on January 8, 2016, by BlackRock, Inc. (BlackRock). BlackRock's principal business is at 55 East 52nd Street, New York, NY 10055.

(4)	Pursuant to Schedule 13G dated December 31, 2015, and filed with the SEC on February 11, 2016 by Wellington Management Group LLP (Wellington). Wellington's principal business is at 280 Congress Street, Boston, MA 02210.

(5)	Pursuant to Schedule 13G/A, Amendment No. 1, dated December 31, 2015, and filed with the SEC on February 10, 2016, by The Vanguard Group (Vanguard). Vanguard's principal business is at 100 Vanguard Blvd., Malvern, PA 19355.

(6)	Pursuant to Schedule 13G/A dated December 31, 2015, and filed with the SEC on February 16, 2016, by Westwood

---

(7)

Mr. Carlile retired March 6, 2015, and was elected board chairman effective March 7, 2015. Reported amount includes 17,552 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after March 7, 2016, as well as 2,903 restricted stock units which vested on February 25, 2016; provided, that vested shares will be delivered to the subject director six months and one day after his termination as a director (or other employee) of the Company.

(8)

Reported amount includes 2,639, 832, 1,540, and 1,540 restricted stock units which vested on February 27, 2015, for Ms. Gowland and Messrs. Hannah, Hogans, and Matula, respectively, and 2,212 restricted stock units which vested on February 25, 2016; provided, that vested shares will be delivered to the subject director six months and one day after his/her termination as a director (or other employee) of the Company. Mr. Cooper received 2,212 restricted stock units which vested on February 25, 2016.

(9)	Reported amount includes 2,023, 2,639, and 2,212 restricted stock units which vested on February 26, 2014, February 27, 2015, and February 25, 2016, respectively; provided, that vested shares will be delivered to the subject director six months and one day after his/her termination as a director (or other employee) of the Company.

(10)	Represents shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after March 7, 2016.

(11)

Reported amount includes 2,962 and 6,582 shares issuable upon exercise of options that are currently exercisable or will become exercisable within 60 days after March 7, 2016, for Messrs. Hutchinson and Sahlberg, respectively, as well as 6,759 and 6,008 restricted stock units which vested on March 1, 2016, for Messrs. Hutchinson and Sahlberg, respectively; provided, that vested shares will be delivered to the subject named executive officer in two equal tranches on March 1, 2017 and March 1, 2018.

---

(1)	KPMG's Audit Fees consisted of fees for the audit of our 2014 and 2015 year-end financial statements included in the Company's Form 10-K, the 2014 and 2015 audits of our internal control over financial reporting, reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and other filings with the SEC.

(2)	KPMG's Audit-Related Fees consisted of fees in connection with the issuance of financial assurance letters.

(3)	KPMG's tax fees in 2014 and 2015 consisted of support services in connection with the Company's eligibility for federal and state research and development credits.

---

(1)	Boise Cascade became a publicly traded company upon its February 6, 2013, initial public offering and, therefore, falls within the three-year exemption from Section 162(m) of the Internal Revenue Code which is in place until the 2017 Annual Meeting. The Company is holding a shareholder vote on its 2016 Omnibus Incentive Plan at the 2016 Annual Meeting.

(2)	As of December 31, 2015, the number of securities to be issued upon exercise of outstanding options, warrants, and rights consists of 117,282 nonqualified stock options, 177,846 performance stock units (2013 and 2014 PSUs at actual, 2015 PSUs at target), and 173,873 restricted stock units awarded under the 2013 Incentive Plan. Please see footnote (4) regarding the actual shares awarded.

(3)	Applicable only to nonqualified stock options granted in 2013 as the unvested PSUs and RSUs do not have an exercise price.

(4)	The reported amount assumes the 2015 PSUs would be issued at the target amount of grant. The actual 2015 PSUs awarded at the February 24, 2016, meeting was .63 times target.

---

Abbreviation or Definition	Full Name

BCPP	The Boise Cascade Pension Plan

Compensation Committee	Refers to the Company’s Compensation Committee

BMD	The Company’s Building Materials Distribution business

CD&A	Compensation Discussion and Analysis

Company	Boise Cascade Company

Forest Products Acquisition	The 2004 purchase by affiliates of Madison Dearborn of the forest products and paper assets from OfficeMax

Frederic Cook	Frederic W. Cook & Co., Inc., the Compensation Committee’s consultant

EBITDA	Earnings Before Interest (income and expenses), Taxes, Depreciation and Amortization

LTIP	Long-Term Incentive Plans

MEP	The 2004 Management Equity Plan

Named Executive Officers	The six officers identified in the first paragraph of the CD&A

Officers	Executive officers of the Company

PRONWC	Pre-tax Return On Net Working Capital

PSUs	Performance Stock Units granted under the 2013 Incentive Plan

ROIC	Return on Invested Capital

RSUs	Restricted Stock Units granted under the 2013 Incentive Plan

STIP	The Short-Term Incentive Plan

Cash-Based LTIP	The cash-based, Long-Term Incentive Plan in effect through 2012

SERP	The frozen, non-qualified Supplemental Early Retirement Plan

SPP	Salaried Pension Plan

---

SUPP	The frozen, non-qualified Supplemental Pension Plan

Wood Products	The Company’s Wood Products manufacturing business

2013 Incentive Plan	Boise Cascade Company 2013 Incentive Compensation Plan, adopted in connection with the Company’s initial public offering

2016 Incentive Plan	The 2016 Boise Cascade Omnibus Incentive Plan proposed for shareholder approval at the 2016 Annual Meeting

---

1)	to structure an Omnibus Incentive Plan for potential shareholder adoption at the 2016 or 2017 Annual Meeting due to the IRS' recent interpretation of Section 162(m) regarding the tax deductibility of RSUs and PSUs for companies, like us, that have an approximately three-year window from our initial public offering to obtain shareholder approval of the incentive plan;

2)	to design a new long-term incentive plan for our executive officers with a different performance metric than EBITDA (the performance metric used in our short-term incentive plans and long-term incentive plans); and

---

3)	to determine how Company executive officer pay compared to that of similar positions in the peer companies.

---

▪	Base salary;

▪	STIP;

▪	Ad hoc discretionary bonus awards;

▪	LTIPs (the 2013 Incentive Plan and the proposed 2016 Incentive Plan); and

▪	Other compensation and benefit plans.

---

---

(1)	EBITDA may be adjusted in each case for special items. For 2015, $1.6 million in acquisition costs for Wood Products were excluded.

(2)

Pre-tax Return On Net Working Capital (PRONWC) is calculated by dividing Building Materials Distribution’s (BMD’s) net operating income by the average net working capital reported as of each month-end during a 13-month period running from December 2014 through December 2015, adjusted in each case for special items. The Compensation Committee believes that EBITDA adjusted for special items is an appropriate measure because it represents a financial measure that closely approximates the value delivered by management to the Company's shareholders and is a key measure of performance frequently used by the Company's debt holders. The Compensation Committee includes PRONWC as a portion of Mr. Stokes' performance criteria because it reflects BMD’s control of working capital, which is a critical financial measure in our distribution business. In 2015, the Corporate EBITDA, BMD EBITDA, and Wood Products EBITDA were $160 million ($158.5 million plus $1.5 million in disregarded transaction expenses), $73 million, and $109 million, respectively, resulting in aggregate payments to each of our Named Executive Officers ranging from .14 to .97 times target under the STIP for 2015.

---

---

(1)	Mr. Carlile's retirement was scheduled for March 6, 2015, and he was not awarded any LTI.

(1)	Mr. Carlile's retirement was scheduled for March 6, 2015, and he was not awarded any LTI.

(1)	Mr. Carlile's retirement was scheduled for March 6, 2015, and he was not awarded any LTI.

---

(1)	Mr. Carlile's retirement was scheduled for March 6, 2015, and he was not awarded any LTI.

---

---

---

---

(1)	Messrs. Corrick and Stokes became Named Executive Officers in 2014. They were not Named Executive Officers in 2013. Mr. Corrick became our chief operating officer in November 2014 and became our chief executive officer effective March 7, 2015, in connection with Mr. Carlile's retirement from the same position. Mr. Hutchinson became a Named Executive Officer in 2015.

(2)	Includes amounts deferred under our savings plan. See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in the "CD&A" in this proxy.

(3)

Includes the total value of the RSU and PSU awards granted in 2014 and 2015, and for 2013 includes the total value of the nonqualified stock option and PSU awards granted in 2013 (although for all years the grants generally vest ratably over three years). The grant date value for the 2014 RSU awards is $30.32 and for the 2015 RSU is $36.17, and for each option share granted in 2013 is $14.87, using the Black Scholes Option Valuation Model. The PSUs are valued at their grant date fair value times the actual number of PSUs earned based on the Company's EBITDA performance for each year. The 2013 PSUs are valued at $26.65 grant date fair value at 1.12 times target. The 2014 PSUs are valued at $30.32 grant date fair value at 1.29 times target. The 2015 PSUs are valued at $36.17 grant date fair value. With EBITDA of $160 million, the 2015 PSUs were awarded by the Compensation Committee on February 24, 2016 at .63 times target.

(4)	This column represents discretionary bonuses made by the Compensation Committee. As explained previously in the CD&A, the Compensation Committee awarded Mr. Hutchinson a discretionary bonus.

(5)

Represents total of payment of awards under our STIP for each year reported on. The specific financial goals and performance objectives at corporate and business unit levels of the STIP are described under "STIP" in the "CD&A." The amounts reported in this column include amounts deferred under our savings plan. See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in the "CD&A" in this proxy statement for a description of this plan.

---

---

(a)

Pension benefits for officers have been frozen since December 31, 2009, and no additional benefits are being earned. The changes reported in this column reflect the changes in actuarial assumptions that increase or decrease the present value of their benefits under all pension plans established by the Company using interest rate and mortality rate assumptions consistent with those used in the Company's financial statements. The 2013 change in pension value is negative because of an increase in the discount rate assumption and because several officers worked past their retirement eligibility under one of the pension plans. Years with decreases in the present value of pension amounts are treated as $0 so only the nonqualified deferred compensation earnings appear in the Summary Compensation Table. The 2014 changes are positive due to lower discount rates and the 2015 changes are negative due to a higher discount rate and due to Messrs. Hutchinson, Sahlberg, and Stokes being eligible to retire under one or more plans. Where the change in pension value is negative, only the amount of the nonqualified deferred compensation earnings is reported in the column.

(b)	The amounts reported in this column reflect the above-market portion of the interest earned on deferred compensation for our Named Executive Officers.

---

(7)	Amounts disclosed in this column include the following:

(a)	See "Boise Cascade Company Savings Plan" under "Other Compensation and Benefit Plans" in "CD&A" in this proxy statement for a description of this plan. Amounts included in the contributions reported in this column that exceeded IRS annual limitations on Company contributions to qualified defined contribution retirement plans were paid to the Named Executive Officer as taxable cash compensation.

(b)	See "Salaried Employee Life Insurance Plan and Officers' Supplemental Life Plan" under "Agreements with Named Executive Officers" in this proxy statement for a description of the Company-paid life insurance plans under which these costs were incurred.

---

(1)

Reflects the potential threshold, target, and maximum incentive awards for the Named Executive Officers possible for 2015 under our STIP as described above in "STIP" in this proxy statement. The Named Executive Officers' actual incentive awards earned in 2015 are disclosed in footnote 5 to the "Non-equity Incentive Plan Compensation" column of the "Summary Compensation Table." All awards earned under this plan were paid in February 2016 calculated on the actual base salary earned in 2015.

(2)

Reflects the potential total threshold, target, and maximum incentive awards for the Named Executive Officers possible for 2015 PSUs under the 2013 Incentive Plan. One-third of the total PSUs time-vested on March 1, 2016, one-third will vest on March 1, 2017, and one-third will vest on March 1, 2018. For further information on the terms of these incentive awards (which were awarded in 2015), refer to "2013 Incentive Plan" in this proxy statement. The Named Executive Officers' actual PSU awards earned in 2015 under the 2013 Incentive Plan are disclosed in footnote 3 to the "Stock Awards" column of the "Summary Compensation Table."

(3)	The values listed in this column represent the accounting grant date fair value of the target RSUs and the target PSUs (at $36.17) at the time of award.

---

---

(1)	On February 24, 2016, our board of directors awarded our Named Executive Officers the 2015 PSUs listed above which are presented at the actual earned amount of .63 times target and include the unvested portion of this award. The first third vested March 1, 2016, a second third will vest on March 1, 2017, and the remaining third will vest on

(2)

On February 27, 2014, our board of directors awarded our Named Executive Officers the 2014 RSUs listed above. For purposes of this table, 100% of the award was deemed vested for Mr. Sahlberg as of June 22, 2015 and for Mr. Hutchinson in 2014 based on having reached a retirement-eligible age. For the other Named Executive Officers, the first third vested on December 31, 2014, the second third vested on December 31, 2015, and the final third vests on December 31, 2016. In February 2015, our board of directors awarded our Named Executive Officers the 2015 RSUs above. One third vests on March 1, 2016, the second third vests on March 1, 2017, and the final third vests on March 1, 2018.

(3)

On February 27, 2014, our board of directors awarded our Named Executive Officers the 2014 PSUs listed above which are presented at the actual accrued amount of 1.29 times target and include the unvested portions of this award. For purposes of this table, the first third was deemed vested on February 25, 2015, the second third vested on December 31, 2015, and the final third is scheduled to vest on December 31, 2016.

(4)	Market value based on the closing price for Boise Cascade Company stock on December 31, 2015, of $25.53 per share.

(5)	Mr. Carlile retired effective March 6, 2015.

(1)	Calculated using the closing price on the respective vest dates of February 25, 2015 ($36.17) and December 31, 2015 ($25.53).

(2)	Calculated using the closing price on the respective vest dates of February 25, 2015 ($36.17) and June 22, 2015 ($38.94).

---

(1)	Number of years credited service for Messrs. Carlile, Corrick, Rancourt, Stokes, Hutchinson, and Sahlberg include amounts attributable to employment with OfficeMax prior to the Forest Products Acquisition.

(2)	These values were calculated on the same basis and using the same assumptions used in the Company's financial statements, except that the assumed retirement age for Messrs. Rancourt and Stokes were the later of their current age or the earliest age at which they could qualify for retirement under the SERP.

---

(1)	The above-market portion of these amounts is included in the 2015 "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the "Summary Compensation Table."

▪	Voluntary termination with good reason;

•	A change in control without adoption of a replacement plan or assumption of the existing obligations;

▪	Involuntary termination without cause;

▪	For-cause termination or voluntary termination without good reason;

▪	Termination as a result of sale of a division; or

▪	Death or disability.

---

---

---

(1)	Mr. Hutchinson would be entitled to the actual STI earned but the number is not determinable on December 31, 2015. His target was $268,269 for 2015.

(1)	Mr. Sahlberg would be entitled to the actual STI earned but the number is not determinable on December 31, 2015. His target was $263,000 for 2015.

---

2.	DEFINITIONS

---

---

---

4.	ELIGIBILITY AND ADMINISTRATION

---

---

---

---

7.	RESTRICTED STOCK AND RESTRICTED STOCK UNITS

---

8.	OTHER SHARE-BASED AWARDS

---

---

---

---

---

---

---

---

---

---

---

---

---