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: | | March 19, 2007 |
Date of Earliest Event Reported: | | March 13, 2007 |
BOISE CASCADE HOLDINGS, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware | | 333-122770 | | 20-1478587 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
1111 West Jefferson Street
P.O. Box 50
Boise, Idaho 83728
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) | | Compensatory Arrangements of Certain Officers. |
Approval of 2007 Annual Incentive Award Criteria
On March 13, 2007, the compensation committee of our board of directors approved the 2007 annual incentive award criteria for our named executive officers pursuant to our Incentive and Performance Plan (the “Plan”). The 2007 incentive awards will be based on the attainment of annual financial goals at corporate and business unit levels and for achieving individual annual performance objectives. The awards will be calculated as a percentage of base salary, based on the extent to which the financial goals and performance objectives are met during the year. The specific 2007 financial goals and performance objectives that will be used to calculate the awards are set forth below. All incentive payouts, if any, will also be subject to an incentive compensation cap based on the financial performance of the company. The forms of the 2007 Annual Incentive Award Notifications for our named executive officers will be filed with our first quarter report on Form 10-Q.
Name | | 2007 Financial Goals
and Performance Objectives | | 2007 Target
Incentive
Percentage
Payout | |
| | | | | |
W. Thomas
Stephens | | 100% corporate incentive cash flow
Less 10% safety adjustment if corporate recorded incident rate (RIR) not met | | 65% | |
| | | | | |
Thomas E.
Carlile | | 100% corporate incentive cash flow
Less 10% safety adjustment if corporate RIR not met | | 65% | |
| | | | | |
Alexander
Toeldte | | 25% corporate incentive cash flow
50% Paper incentive cash flow
25% Packaging & Newsprint incentive cash flow
Less 10% safety adjustment if corporate RIR not met | | 65% | |
| | | | | |
Stanley R.
Bell | | 20% corporate incentive cash flow
40% division Pre-Tax Return on Net Working Capital (PRONWC)
40% division EBITDA
Less 10% safety adjustment if corporate RIR not met | | 55% | |
| | | | | |
Thomas A.
Lovlien | | 20% corporate incentive cash flow
Less 10% safety adjustment if corporate RIR not met
80% division incentive cash flow
Less 10% safety adjustment if division RIR not met | | 55% | |
This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Plan. For more information about the Plan, please refer to Exhibit 10.22 of the company’s annual report on Form 10-K for the year ended December 31, 2006.
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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 HOLDINGS, L.L.C. |
| | |
| | |
| | |
| | By | /s/ Karen E. Gowland |
| | | Karen E. Gowland |
| | | Vice President, General Counsel and
Corporate Secretary |
Date: March 19, 2007 | | |
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