4/30/12 Form 8-K


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: April 30, 2012
Date of Earliest Event Reported: April 25, 2012
______________________________
______________________________
1111 West Jefferson Street, Suite 200
Boise, Idaho 83702-5388
(Address of principal executive offices) (Zip Code)
(208) 384-7000
(Registrants' telephone number, including area code)
Commission
File Number
  
Exact name of registrant as
specified in its charter
  
IRS Employer
Identification No.
  
State or other jurisdiction
of incorporation
001-33541
333-166926-04
  
Boise Inc.
BZ Intermediate Holdings LLC
  
20-8356960
27-1197223
  
Delaware
Delaware
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K filing is a combined report being filed separately by two registrants: Boise Inc. and BZ Intermediate Holdings LLC. Unless the context indicates otherwise, any reference in this report to the "company," "we," "us," "our," or "Boise" refers to Boise Inc. together with BZ Intermediate Holdings LLC and its consolidated subsidiaries.


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5.07
Submission of Matters to a Vote of Security Holders.
 
 
(a)
Annual Shareholders' Meeting.
The annual shareholders' meeting of Boise Inc. was held on April 25, 2012.
(b)
Voting Results.
Proposal No. 1 - Election of Directors
Shareholders elected three Class I directors - Carl A. Albert, Heinrich R. Lenz, and Jason G. Weiss. The final votes with respect to each director nominee were:
Nominee
 
For
 
Withheld
 
Not Voted
Carl A. Albert
 
81,228,114

 
1,031,612

 
8,463,124

Heinrich R. Lenz
 
81,592,020

 
667,706

 
8,463,124

Jason G. Weiss
 
62,789,939

 
19,469,787

 
8,463,124

Proposal No. 2 - Advisory Approval of Boise Inc.'s Executive Compensation Program
The proposal for advisory (nonbinding) approval of our executive compensation program received the following votes:
For
 
Against
 
Abstentions
 
Not Voted
80,261,144
 
478,745
 
1,519,837
 
8,463,124
Proposal No. 3 - Ratification of the Appointment of KPMG LLP as Boise Inc.'s Independent Registered Public Accounting Firm for 2012
Shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for 2012. The final votes were:
For
 
Against
 
Abstentions
90,626,843
 
64,174
 
31,833


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
BOISE INC.
 
BZ INTERMEDIATE HOLDINGS LLC
 
 
 
 
 
By:
/s/ KAREN E. GOWLAND        
 
By:
/s/ KAREN E. GOWLAND        
 
Karen E. Gowland
Senior Vice President, General Counsel and Secretary
 
 
Karen E. Gowland
Senior Vice President, General Counsel and Secretary
Date: April 30, 2012



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