¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

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▪	We target annual base pay at the 50th percentile of the market. We believe this enables us to effectively retain and recruit the talented officers we need to achieve strong financial and operational goals.

▪

We provide at-risk pay opportunities linked to achievement of short- and long-term goals that benefit shareholders. These compensation elements are also structured so target payouts are set at 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 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 2012, our named executive officers received long-term equity incentive compensation opportunities in a mixture of restricted stock or restricted stock units, performance units, and stock options.

▪	Our annual incentive compensation opportunities are tied to achievement of financial goals and individual contributions to the company or individual lines of business. Because we are a manufacturing company, we also link a portion of at-risk annual short-term incentive pay to the achievement of safety goals.

▪	We provide limited perquisites, including only those benefits that are consistent with competitive practice as necessary to attract and retain key executives.

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▪	We maintained our executive compensation recovery (clawback) policy.

▪	We provide neither single-trigger change-in-control agreements nor gross-up provisions in our executive officers' severance agreements.

▪	We reaffirmed our stock ownership guidelines for our elected officers and monitored their compliance with the guidelines.

▪	We froze our defined benefit pension plan in 2009. For those officers who had benefits under the Supplemental Pension Plan (SUPP) and/or Supplemental Early Retirement Plan (SERP), these were also frozen.

▪	We evaluated the potential risks arising from our compensation policies and practices to ensure these policies and practices were not reasonably likely to have a material adverse effect on the company.

▪	We reviewed and assessed the performance targets in our short- and long-term incentive plans to ensure they reflect current and anticipated business conditions and are sufficiently challenging.

▪	We reassessed our use of stock options as a long-term incentive vehicle, replacing them in 2013 with performance units that directly measure total shareholder return, increasing the connection between the interests of our executive officers and shareholders.

▪	We revised the compensation committee's charter to ensure it promotes appropriate oversight of our compensation practices.

▪	Our annual sales increased to $2.56 billion, 6% above our sales in 2011.

▪	In 2012, we reported $52.2 million of net income and $300.0 million of EBITDA, or $331.8 million of EBITDA excluding special items. (1)

▪	During 2012, the company surpassed its 2011 safety performance, which was the best in the company's history.

▪	We returned capital to our shareholders during 2012 through the payment of two special dividends totaling $1.20 per share.

▪	Our total shareholder return (with dividends considered reinvested as of the ex-dividend date) was approximately 29% for 2012.

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▪	FOR the election of the two director nominees;

▪	FOR the advisory approval of our executive compensation program; and

▪	FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2013.

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▪	B.A., University of California at Los Angeles

▪	L.L.B., University of California at Los Angeles, School of Law

▪	Great Lakes Dredge & Dock Corporation - Provider of global dredging services and domestic commercial and industrial demolition services

▪	None

▪	Extensive experience as a former chief executive officer and board chair of a capital-intensive industry

▪	International business experience

▪	Legal expertise

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▪	B.S., Cornell University

▪	M.B.A., Emory University

▪	Great Lakes Dredge & Dock Corporation - Provider of global dredging services and domestic commercial and industrial demolition services

▪	None

▪	Extensive accounting background, with over 25 years of accounting experience

▪	Certified public accountant

▪	Holds a masters of business administration

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▪	B.A., Lafayette College

▪	J.D., University of California at Los Angeles, School of Law

▪	None

▪	None

▪	Expertise in business continuity and risk management programs

▪	Extensive experience with corporate governance matters

▪	Legal expertise

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▪	B.S. (Finance and Taxes), University of Edenkoben, Germany

▪	M.S. (Business and Administration), University of Wiesbaden, Germany

▪	None

▪	None

▪	Extensive international business experience

▪	Extensive financial background, with over 30 years of accounting experience

▪	Experience as chief executive officer of a capital-intensive, global company

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▪	Economics, Albert-Ludwigs-Universität, Freiburg, Germany

▪	M.B.A., McGill University, Montreal, Canada

▪	None

▪	None

▪	Previous experience as chief executive officer of a publicly traded company

▪	Previous experience as board chair of a publicly traded company

▪	Extensive international business experience across a wide variety of industries

▪	Extensive experience in capital-intensive industries

▪	Management consulting experience

▪	Immediate past chairman of the board of directors of the American Forest & Paper Association (AF&PA)

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▪	B.A., University of Michigan (with Highest Distinction)

▪	J.D., Harvard Law School (cum laude)

▪	Great Lakes Dredge & Dock Corporation - Provider of global dredging services and domestic commercial and industrial demolition services

▪	None

▪	Extensive experience with private equity and asset management companies

▪	Previous experience as chief executive officer in a variety of industries

▪	Legal expertise

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▪	Our annual sales increased to $2.56 billion, 6% above our sales in 2011.

▪	In 2012, we reported $52.2 million of net income and $300.0 million of EBITDA, or $331.8 million of EBITDA excluding special items. (1)

▪	During 2012, the company surpassed its 2011 safety performance, which was the best in the company's history.

▪	We returned capital to our shareholders during 2012 through the payment of two special dividends totaling $1.20 per share.

▪	Our total shareholder return (with dividends considered reinvested as of the ex-dividend date) was approximately 29% for 2012.

▪	Base salary increases for 2012 for our named executive officers were between 2.8% and 6.5%, based on market norms, performance, and experience levels.

▪	Strong safety performance, below-target financial results, and above-target individual performance led to short-term incentive award payouts for our named executive officers that were below 2011 levels.

▪	The 2012 annual equity awards granted to each of our named executive officers reflect our emphasis on long-term compensation and our philosophy of aligning the interests of our executive officers with the interests of our shareholders.

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▪

He or she is, or has been within the last three years, or an immediate family member is, or has been within the last three years, one of our executive officers (consistent with NYSE interpretative guidance, a director's prior service as a nonemployee officer of a special purpose acquisition company (SPAC) will not preclude the board from finding the director is independent, as long as the director served as an officer without compensation and resigned his or her position as a SPAC officer upon the acquisition of the operating company);

▪	He or she has received, or an immediate family member has received, during any 12-month period during the last three years, more than $120,000 per year in direct compensation from us, other than director and committee fees or deferred compensation for prior service;

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▪

He or she is a current partner or employee of our external auditing firm or he or she has an immediate family member who is a partner of such firm; he or she has an immediate family member who is a current employee of such firm and works personally on our audit; or he or she or an immediate family member was a partner or employee of such firm and worked personally on our audit during the last three years;

▪	He or she or an immediate family member is, or has been within the last three years, employed as an executive officer by another company whose compensation committee includes one or more of our present executive officers;

▪	He or she is a current employee, or an immediate family member is a current executive officer, of a company that makes payments to or receives payments from us for property or services, which in any fiscal year exceed 2% or $1 million, whichever is greater, of the other company's consolidated gross revenues; and

▪	He or she is an executive officer of a tax-exempt organization for which our contributions in any of the three preceding years exceeded 2% or $1 million, whichever is greater, of the organization's consolidated gross revenues for such year.

▪	Have accepted, directly or indirectly, any consulting, advisory, or other compensatory fees from us, other than compensation for service as a director; and

▪	Be an “affiliated person” of the company, as the SEC defines that term.

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▪

Enterprise Risk Management Dashboard - Our enterprise risk management effort includes a framework for identifying and assessing key strategic, operational, financial, and compliance risks. We have assigned each key risk to an executive risk owner who is responsible for ongoing risk assessment and management. On a semi-annual basis, the management team completes a formal assessment of enterprise risk. This assessment includes identification of emerging risks, reassessment of known risks, and assessment of our risk response activities and controls. A product of this process is an enterprise risk management dashboard that is used to report the results to our board;

▪	Management of Major Risks - The most critical risk areas we face are reviewed in depth with our board;

▪	Strategic Planning Processes - Our annual strategic planning and budgeting process includes identification of risks and a sensitivity analysis, which is reviewed with our board;

▪	Derivative Risk Management - We maintain a derivative risk committee and processes, and we review derivative/hedging activity with our board several times each year;

▪	Compliance Risk - Risk factors required to be disclosed in our SEC filings are reviewed with our board; and

▪

Internal Audit - Our internal audit department annually develops a risk-based audit plan that is reviewed with the audit committee, along with the results of internal audit reviews and activities. The internal audit department maintains a high level assessment of risks and controls for key operations, functions, processes, applications, and systems within the company. The audit committee meets a number of times each year with our senior internal auditing executive.

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▪	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 (paper and packaging) sold at established or indexed commodity prices;

▪	No single business unit carries a significant portion of our risk profile;

▪	No single business unit is significantly more profitable than others on a consistent basis (although profitability varies from year to year depending on commodity pricing);

▪	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 an executive compensation recovery policy; and

▪	With the implementation of our executive compensation recovery policy and stock ownership guidelines, our executive compensation program does not encourage our management to take unreasonable risks relating to the business.

▪	General understanding of elements relevant to the success of a publicly traded company in the current business environment;

▪	Understanding of our business; and

▪	Educational and professional background.

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▪	Selecting the independent auditor and approving the overall audit scope;

▪	Annually reviewing the independent auditor's formal written statement describing its internal quality-control procedures, any material issues raised by such review and steps taken to deal with such issues, all relationships between the auditors and the company, and the auditors' independence;

▪	Preapproving all audit services and nonaudit services to be performed for us by the independent auditors;

▪	Providing oversight of our accounting and financial reporting principles, policies, controls, procedures, and practices and reviewing significant changes as suggested by the independent auditors or management;

▪	Discussing the annual audited financial statements and quarterly financial statements, including matters required to be reviewed under applicable legal and regulatory requirements, with management and the independent auditor;

▪	Recommending to our board of directors the inclusion of our audited financial statements in our annual report on Form 10-K and ensuring the independent auditors have fulfilled their responsibilities under AICPA accounting and auditing standards;

▪	Annually preparing a report to be included in our proxy statement, as required by SEC rules, and submitting such report to our board of directors for approval;

▪	Discussing with management and the independent auditor, as appropriate, earnings press releases and other financial information provided to the public;

▪	Discussing with management and/or our general counsel any legal matters that may have a material impact on our financial statements or that might require disclosure in our financial statements and any material reports or inquiries from regulatory or governmental agencies;

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

▪	Establishing procedures for the receipt, retention, and treatment of complaints from our employees on accounting, internal controls, or auditing matters and for confidential, anonymous submissions by our employees of concerns regarding questionable accounting or reporting matters; and

▪	Discussing with management our overall risk assessment and risk management policies and reviewing with our board of directors management's effectiveness in identifying and managing key business risks facing the company.

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▪	Reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and annually evaluating our chief executive officer's performance in light of those goals and objectives;

▪	Reviewing and approving the compensation and incentive opportunities of our elected officers;

▪	Reviewing and approving employment offers and agreements, severance arrangements, change-in-control arrangements, and other similar arrangements between the company and our elected officers;

▪	Reviewing and approving guidelines covering ownership of our stock by our elected officers;

▪	Reviewing our compensation philosophy and programs as they affect all employees;

▪	Reviewing executive succession plans for executive positions and business and staff organizations;

▪	Producing an annual report on executive compensation for inclusion in our proxy statement;

▪	Reviewing and discussing with management disclosures regarding advisory votes on executive compensation and the frequency of such votes for inclusion in our proxy statement;

▪	Administering our equity incentive plans; and

▪	Reviewing, at least annually, a risk assessment of our compensation policies and practices for our employees.

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▪	Annually reviewing and recommending director compensation and benefits;

▪	Recommending to our board of directors the response to any shareholder proposal we receive;

▪	Developing and recommending to our board of directors for approval corporate governance guidelines and a code of ethics applicable to our directors, officers, and employees and reviewing the effectiveness of such guidelines and code of ethics at least annually and recommending changes as necessary;

▪	Developing and recommending to our board of directors for approval an annual self-evaluation process of our board of directors and its committees and annually overseeing the self-evaluations and reporting the findings to our board of directors; and

▪	Reviewing and evaluating our board of directors' criteria for director eligibility and recommending to our board of directors guidelines for determining director independence.

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▪	Identifying and recommending for election individuals who meet the criteria our board of directors has established for board membership; and

▪	Reviewing the committee structure of our board of directors and recommending for our board of directors' approval the composition of each committee.

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▪	Annual cash retainer;

▪	Annual cash committee membership fees;

▪	Annual equity award; and

▪	Reimbursement for travel and other expenses incurred in connection with their duties.

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▪	Each person owning greater than 5% of our outstanding common stock;

▪	Each of our nonemployee directors;

▪	Each of our named executive officers (excluding Mr. Warren, who transitioned to a nonofficer role within the company, effective January 1, 2013); and

▪	All of our directors and executive officers as a group.

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▪	Alexander Toeldte, president and chief executive officer

▪	Samuel K. Cotterell, senior vice president and chief financial officer

▪	Robert A. Warren, former executive vice president and chief operating officer

▪	Judith M. Lassa, executive vice president and chief operating officer (effective January 1, 2013); former senior vice president, paper and specialty products

▪	Karen E. Gowland, senior vice president, general counsel and secretary

▪	Commitment to safety as a foundational value. We believe our recordable incident rate is among the best in the paper and packaging industry. During 2012, the company surpassed its 2011 safety performance, which was the best in the company's history.

▪	Solid financial performance. We reported $52.2 million of net income for 2012, compared with net income of $75.2 million for 2011. We reported $300.0 million of EBITDA, or $331.8 million of EBITDA excluding special items, compared with $340.2 million of EBITDA excluding special items in 2011. We also had record annual sales of $2.56 billion during 2012, a 6% increase over 2011. (1)

▪

Increased integration. During 2012, we focused on integrating Tharco™ and Hexacomb®, both of which were acquired in 2011. We exceeded our acquisition synergy targets and increased our vertical integration in the Packaging segment to approximately 84% in 2012, compared with 71% in 2011, reducing our exposure to linerboard export markets, which have lower pricing than domestic markets. During 2012, we sold 31% less linerboard to external markets than we did in 2011.

▪

Return of capital to shareholders. We returned $119.7 million of capital to our shareholders during 2012 through the payment of two special dividends totaling $1.20 per share. Our total shareholder return (with dividends considered reinvested as of the ex-dividend date) was approximately 29% during 2012 and approximately 91% for the three-year period ending December 31, 2012. Our 2013 compensation peers (as described under the Data Considerations/Benchmarking and Peer Group Data section in this Compensation Discussion and Analysis) had a median total shareholder return of 15% for 2012 and 45% for the three-year period ending December 31, 2012.

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▪	Base salary increases for 2012 were determined based on market norms, performance, and experience levels. Our named executive officers received increases between 2.8% and 6.5% in April 2012.

▪	Based on strong safety performance, below-target financial results, and above-target individual performance by our named executive officers during 2012, short-term incentive award payouts for 2012 ranged from 103% to 113% of target, representing an average decrease of about 11% from the amounts paid for 2011 performance.

▪

The company provided market-competitive annual equity awards to each of our named executive officers during 2012. The ultimate value of these awards will be tied to the company's long-term operational, financial, and stock-price performance. Annual long-term incentive grants reflect our emphasis on long-term compensation and our philosophy of aligning the interests of our executive officers with the interests of our shareholders.

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▪	We maintained our executive compensation recovery (clawback) policy.

▪	Our change-in-control agreements provide for double-trigger equity vesting and do not provide gross-up or excise tax provisions.

▪	We reaffirmed our stock ownership guidelines for our elected officers and monitored compliance with the guidelines.

▪	We froze our defined benefit pension plan in 2009. For those officers who had benefits under the Supplemental Pension Plan (SUPP) and/or Supplemental Early Retirement Plan (SERP), these were also frozen.

▪	We evaluated the potential risks arising from our compensation policies and practices to ensure these policies and practices were not reasonably likely to have a material adverse effect on the company.

▪	We reviewed and assessed the performance targets in our short- and long-term incentive plans to ensure they reflect current and anticipated business conditions and are sufficiently challenging.

▪	We reassessed our use of stock options as a long-term incentive vehicle, and in 2013 will replace them with performance units that measure and reward the company's relative total shareholder return, increasing the connection between the interests of our executive officers and shareholders.

▪	We reaffirmed our commitment to provide only limited perquisites to key executives.

▪	We revised the compensation committee's charter to ensure it promotes appropriate oversight of our compensation practices.

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▪	Operate in similar industries and, to the extent possible, have similar cost structures, business models, and geographic reach;

▪	Are similarly sized, particularly in terms of revenue, enterprise value, and market capitalization;

▪	May be "talent competitors" for attracting new employees to the organization;

▪	May be considered by shareholders as alternative investment opportunities; and

▪	In totality, provide a reasonable and defensible group for comparison purposes.

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▪	Boise's competitors as indicated by the company in its annual report on Form 10-K;

▪	Boise's competitors as indicated by Hoover's online;

▪	Prevalence as an "industry peer" in various analyst reports;

▪	Prevalence in a "peer companies of proposed peers" analysis;

▪	Obtaining an appropriate mix of paper and packaging companies;

▪	Prevalence in Boise's prior executive compensation peer groups (analyzed only to understand the potential effect of consistency in proxy reporting); and

▪	Company size, to create a peer group with summary percentiles reasonably aligned with Boise's revenues, market cap, and enterprise value.

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▪	Target annual base salaries at the 50th percentile of the market. We believe this enables us to effectively retain and recruit the talented officers we need to achieve our financial and operational goals.

▪	Provide at-risk pay opportunities linked to achievement of short- and long-term goals that benefit shareholders, with target opportunities set at the 50th percentile of market data. These short- and long-term incentives compose a significant portion of each officer's total compensation opportunity, since they are designed to motivate and reward our officers for maximizing shareholder value.

◦	Our annual incentive compensation opportunities are tied to achievement of financial goals and individual contributions to the company or individual lines of business. Because we are a manufacturing company, we also link a portion of at-risk annual short-term incentive pay to the achievement of safety goals.

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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 2012, our named executive officers received long-term incentive compensation opportunities in a generally equal mix (on a target value basis) of time-vesting restricted stock or restricted stock units, performance units, and stock options. In 2013, we will grant additional performance units instead of stock options.

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▪	The anticipated contribution by the officer;

▪	The equity awards required from a competitive point of view to attract and/or retain the services of the officer;

▪	The market data for competitive positions;

▪	The value of previous equity awards granted to that officer;

▪	The overall cost of the equity compensation program, including aggregate share usage and dilution; and

▪	The total value of all other forms of compensation relative to the target value of the annual long-term incentives.

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▪	34% restricted stock or restricted stock units;

▪	33% performance units; and

▪	33% stock options.

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▪	Alexander Toeldte - Mr. Toeldte serves as our president and chief executive officer. Compensation information for Mr. Toeldte is presented for the fiscal years ended December 31, 2012, 2011, and 2010.

▪	Samuel K. Cotterell - Mr. Cotterell serves as our senior vice president and chief financial officer. Mr. Cotterell was not one of our named executive officers in our 2010 proxy statement. Accordingly, compensation information for Mr. Cotterell is presented only for the fiscal years ended December 31, 2012 and 2011.

▪	Robert A. Warren - Mr. Warren served as our executive vice president and chief operating officer until December 31, 2012. Effective January 1, 2013, at his request, Mr. Warren transitioned from this position to a nonofficer role within the company. Compensation information is presented for Mr. Warren for the fiscal years ended December 31, 2012, 2011, and 2010.

▪	Judith M. Lassa - Ms. Lassa has served as our executive vice president and chief operating officer since January 1, 2013. Prior to this, Ms. Lassa had served as senior vice president of our paper and specialty products operations. Compensation information is presented for Ms. Lassa for the fiscal years ended December 31, 2012, 2011, and 2010.

▪	Karen E. Gowland - Ms. Gowland serves as our senior vice president, general counsel and secretary. Ms. Gowland was not one of our named executive officers in our 2010 proxy statement. Accordingly, compensation information for Ms. Gowland is presented only for the fiscal years ended December 31, 2012 and 2011.

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▪	1.25% of the average of the highest five consecutive years of compensation out of the last ten years of employment, calculated as of April 14, 2009, multiplied by the employee's years of service through December 31, 2003, plus

▪	1% of the average of the highest five consecutive years of compensation out of the last ten years of employment, calculated as of April 14, 2009, multiplied by the employee's years of service after December 31, 2003, through April 14, 2009.

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▪	Are 55 years old or older, if elected by OfficeMax Incorporated (formerly Boise Cascade Corporation) prior to June 1, 2004;

▪	Are 58 years old or older, if elected on or after June 1, 2004, and prior to October 29, 2004 (the SERP was closed to new entrants as of October 29, 2004);

▪	Have ten or more years of service;

▪	Have served as an elected officer for at least five full years; and

▪	Retire before age 65.

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▪	Base Company Contribution - We contribute the equivalent of 3% of a participant's eligible compensation to his or her account; plus

▪	Matching Company Contribution - We match $0.50 for each $1.00 a participant contributes up to the first 3% of his or her eligible compensation; plus

▪

Discretionary Matching Company Contribution - We intend to provide a discretionary match of $0.50 for each $1.00 a participant contributes to the plan up to the first 3% of eligible compensation. The actual amount of the discretionary match may vary from year to year, depending on our financial performance and, thus, the affordability of the match. We will announce at the end of each year whether a discretionary match will be made and, if so, in what amount.

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▪	Voluntary termination with good reason or involuntary termination without cause or due to restructuring;

▪	Involuntary termination due to change in control;

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

▪	Retirement; or

▪	Death or disability.

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