Statement
of Support for the
- Shareholder
Resolution to Declassify Boise
Cascade's
- Board
of Directors
and
for the
Shareholder
Resolution Regarding Shareholder Rights Plan
Presented
by Justin Hayes
- Phone:
208-861-6134
- Email:
jhayes@wildidaho.org
-
- Thursday,
April 18, 2002
- Boise
Cascade Shareholder Meeting
- Boise,
Idaho
My
name is Justin Hayes; I am here at the request of Boise
Cascade stockholders Dr. John Osborn and Bartlett Naylor.
Dr. Osborn and Mr. Naylor have each submitted stockholders
resolutions. I am here to represent their interests and
serve as their proxy.
Dr.
Osborn's resolution reads as follows:
RESOLVED,
that the stockholders of Boise Cascade Corp. urge the
board to take the necessary steps to amend the
Company's Bylaws, in compliance with applicable law,
to reorganize itself into one class. The
reorganization shall be done in a manner that does not
affect the unexpired terms of directors previously
elected.
Mr.
Naylor's resolution reads as follows:
RESOLVED:
That shareholders urge that the board of directors
will solicit shareholder approval for any "shareholder
rights" plan that might be adopted, and that if this
approval is not granted in the form of a majority of
the shares voted, then any rights plan is
redeemed.
The
purpose of these resolutions is to improve Board
accountability. I hereby propose the resolutions as
explained in the company's proxy statement.
Boise
Cascade shareholders require increased Board accountability
because the current actions of the Board demonstrate that it
is out of touch with the interests of stockholders, the
general public and consumers. This endangers the long-term
interests of the Company and stockholders alike.
The
Board of Directors' disregard for the interests of the
stockholders is readily apparent. Dr. Osborn's resolution to
declassify the Board of Directors has twice been approved by
stockholders. Yet still the Board of Directors has refused
to declassify itself. The Board continues to disregard the
direction of stockholders at its own peril.
In
addition to being out of touch with the voted interests of
its own stockholders, the Board of Directors is out of touch
with the wants of the general public and consumers. For
example, Boise Cascade has taken a very public position
opposing the so-called "Roadless Initiative." The position
needlessly jeopardizes the reputation of Boise Cascade and
threatens to undermine long-term profitability.
Polls
have shown that the Roadless Initiative enjoys majority
support amongst the general public. The Board's decision to
oppose this popular wildland and wildlife protection measure
has resulted in increased public scrutiny of Boise Cascade.
The Boise Cascade product lines have become increasingly
associated with "anti-environmental" policies and
practices.
Boise
Cascade's profitability is increasingly tied to its office
products division. This sector is very "image conscious."
Increasingly, consumers are "voting with their pocketbook"
and penalizing corporations that are not seen as good
environmental stewards.
The
Board's recent decision to phase out the cutting of old
growth trees reflects two important facts. One, the Board is
aware that being painted as anti-environmental has negative
consequences and the Board wants to avoid this reputation
and its consequences. Two, the Company's long-term
profitability is not tied to cutting virgin timber stands.
Shareholders are forced to wonder why the Board can not
apply this same clear thinking to the Roadless issue.
Enlightened environmental stewardship helps Boise Cascade's
long-term profitability.
The
long-term interests of Boise Cascade are best served by
being able to hold its corporate directors accountable for
their decisions. Boise Cascade's current Bylaws serve to
insulate the Board. As a result, the Board has become
dangerously out of step with the interests of its
stockholders and the public. The resolutions presented by
Dr. Osborn and Mr. Naylor seek to increase Board
accountability. I urge that all stockholders support these
resolutions.
I
move the resolutions and ask that the votes be tallied and
the outcome immediately presented to stockholders at this
meeting.
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