Edgar Filing: BUCKEYE TECHNOLOGIES INC

Officer

Required Ownership
of Company Stock

Chief Executive Officer

240,864 shares

Chief Operating Officer

100,775 shares

Senior Vice Presidents

From 33,223 shares to 38,760 shares
depending on individual salary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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o	Preliminary Proxy Statement
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x	Definitive Proxy Statement
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o	Soliciting Material Pursuant to §240.14a-12

Buckeye Technologies Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407

September 21, 2011

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of stockholders of Buckeye Technologies Inc. to be held on Thursday, November 3, 2011 at 9:00 a.m., Central Time, at our headquarters, 1001 Tillman Street, Memphis, Tennessee 38112.

With this letter, we have enclosed a copy of our Annual Report for the fiscal year ended June 30, 2011, Notice of Annual Meeting of Stockholders, Proxy Statement and proxy card. These materials provide further information about our Annual Meeting. If you would like another copy of the Annual Report, please send your request to Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, TN 38108-0407, Attention: Corporate Secretary, and one will be mailed to you. It is also available on our Internet website at www.bkitech.com.

At this year’s Annual Meeting, the agenda includes the election of the three directors named in the accompanying Proxy Statement, a proposal to ratify the appointment of our independent registered public accounting firm, a proposal to approve our At Risk Incentive Compensation Plan, a proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement and to vote, on an advisory basis, for the preferred frequency of an advisory vote on the compensation of our named executive officers. The Board of Directors recommends that you vote FOR election of the nominees for directors, FOR ratification of appointment of the independent registered public accounting firm, FOR the approval of our At Risk Incentive Compensation Plan, FOR the approval, on an advisory basis, of the compensation of our named executive officers and every ONE YEAR as the preferred frequency with which we are to hold an advisory vote on the compensation of our named executive officers. Members of the Board of Directors, our executive officers and representatives from our independent registered public accounting firm will be present at the Annual Meeting to answer any questions you may have.

It is important that your shares be represented and voted at the Annual Meeting, regardless of the size of your holdings. Accordingly, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage-prepaid envelope to ensure your shares will be represented. If you do attend the Annual Meeting, you may, of course, withdraw your proxy should you wish to vote in person. Also, registered and most beneficial stockholders may vote by telephone or through the Internet. Instructions for using these convenient services are explained on the enclosed proxy card. Your vote is very important. I urge you to vote your proxy as soon as possible.

We look forward to seeing you at the Annual Meeting.

Very truly yours,

John B. Crowe
Chairman and Chief Executive Officer

Your Vote Is Important

Please mark, sign and date your proxy card and return it promptly in the enclosed envelope, whether or not you plan to attend the meeting. Registered and most beneficial stockholders may also vote via telephone or through the Internet.

Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407

Notice of Annual Meeting of Stockholders
to be Held November 3, 2011

The regular Annual Meeting of Stockholders of Buckeye Technologies Inc. will be held on Thursday, November 3, 2011 at 9:00 a.m., Central Time, at our headquarters, 1001 Tillman Street, Memphis, Tennessee, 38112 for the following purposes:

Election of Directors. To elect the three Class I directors named in the accompanying Proxy Statement to serve until the 2014 annual meeting of stockholders;

Ratification of Auditors. To ratify the selection of Ernst & Young LLP as Buckeye’s independent registered public accounting firm for fiscal year 2012;

Approval of our At Risk Incentive Compensation Plan. To approve our At Risk Incentive Compensation Plan as described in the accompanying Proxy Statement;

Advisory Vote on Executive Compensation. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

Frequency of the Advisory Vote on Executive Compensation. To vote, on an advisory basis, for the preferred frequency of an advisory vote on the compensation of our named executive officers; and

Other Business. To transact such other business as may properly come before the meeting or any adjournment of the meeting.

Only those stockholders of record at the close of business on September 9, 2011 are entitled to notice of, and to vote at, the annual meeting and any adjournment thereof. On that day, 40,011,936 shares of common stock were outstanding. Each share entitles the holder to one vote.

The accompanying Proxy Statement is being sent, beginning approximately September 21, 2011, to all stockholders of record at the close of business on September 9, 2011, the record date fixed by our Board of Directors. We have enclosed with the accompanying Proxy Statement a copy of our Annual Report. Although the Annual Report and Proxy Statement are being mailed together, the Annual Report is not incorporated into, and should not be deemed part of, the accompanying Proxy Statement.

By Order of the Board of Directors,

Sheila Jordan Cunningham

Senior Vice President,
General Counsel and Corporate Secretary

Table of Contents

				Page No.
General Information					1
Voting Matters					3
Proposal 1 — Election of Directors					8
Governance of the Company					13
Proposal 2 — Ratification of the Appointment of our Independent Registered Public Accounting Firm					19
Report of the Audit Committee of the Board					21
Proposal 3 — Approval of our At Risk Incentive Compensation Plan					22
Proposal 4 — Approval of the Compensation of Our Named Executive Officers					25
Proposal 5 — Selection of the Frequency of the Advisory Vote on the Compensation of Our Named Executive Officers					26
Security Ownership of Certain Beneficial Owners and Management					27
Compensation Discussion and Analysis					29
Compensation Committee Report on Executive Compensation					47
Summary Compensation Table					48
Grants of Plan-Based Awards					49
Outstanding Equity Awards at Fiscal Year-End					50
Option Exercises and Stock Vested					51
Potential Payments Upon Termination or Change in Control					51
Director Compensation					56
Compensation Committee Interlocks and Insider Participation					57
Equity Compensation Plan Information					57
Certain Relationships and Related Transactions					58
Section 16(a) Beneficial Ownership Reporting Compliance					58
Stockholder Proposals for 2012 Annual Meeting					59
Annual Report and Financial Information					59
Other Business					59
Appendix A — Buckeye Technologies Inc. At Risk Incentive Compensation Plan					A-1

Buckeye Technologies Inc.
P.O. Box 80407
1001 Tillman Street
Memphis, Tennessee 38108-0407

Proxy Statement for Annual Meeting of Stockholders

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON THURSDAY, NOVEMBER 3, 2011: THIS PROXY STATEMENT, PROXY CARD AND THE 2011 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT THE INVESTOR RELATIONS TAB OF OUR INTERNET WEBSITE AT WWW.BKITECH.COM.

GENERAL INFORMATION

What is this document?

This document is the Proxy Statement of Buckeye Technologies Inc. for the Annual Meeting of Stockholders to be held at 9:00 a.m., Central Time, on Thursday, November 3, 2011. A proxy card is included. This document and the form of proxy card are first being mailed or given to stockholders on or about September 21, 2011.

We refer to Buckeye Technologies Inc. throughout this document as “we,” “us,” the “Company” or “Buckeye.” In addition, throughout this document, “2012” refers to our fiscal year ending June 30, 2012, “2011” refers to our fiscal year ended June 30, 2011, “2010” refers to our fiscal year ended June 30, 2010, and “2009” refers to our fiscal year ended June 30, 2009.

What is the date and time of the Annual Meeting?

The Annual Meeting is scheduled to be held on Thursday, November 3, 2011, 9:00 a.m., Central Time.

Where will the Annual Meeting be held?

The Annual Meeting is being held at our corporate headquarters, 1001 Tillman Street, Memphis, Tennessee 38112.

Why am I receiving this Proxy Statement?

You are receiving this Proxy Statement because you were one of our stockholders of record on September 9, 2011, the record date for our 2011 Annual Meeting. We are sending this Proxy Statement and the form of proxy card to solicit your proxy to vote upon certain matters at the Annual Meeting.

What is a proxy?

It is your legal designation of another person, called a “proxy,” to vote the stock you own. The document that designates someone as your proxy is also called a proxy or a proxy card.

Who is paying the costs to prepare this Proxy Statement and solicit my proxy?

Buckeye will pay all expenses of this solicitation, including the cost of preparing and mailing this Proxy Statement and the form of proxy card.

Who is soliciting my proxy, and will anyone be compensated to solicit my proxy?

Your proxy is being solicited by and on behalf of our Board of Directors, or our “Board”. In addition to solicitation by use of the mails, proxies may be solicited by our officers and employees in person or by telephone, electronic mail, facsimile transmission or other means of communication. Our officers and employees will not be additionally compensated, but they may be reimbursed for out-of-pocket expenses in connection with any solicitation. We also may reimburse custodians, nominees and fiduciaries for their expenses in sending proxies and proxy material to beneficial owners. We may incur the fees and expenses of hiring the services of a solicitation agent in connection with this proxy solicitation to the extent we determine that engaging a solicitation agent is in the best interest of Buckeye.

What if I have a disability?

If you are disabled and would like to participate in the Annual Meeting, we can provide reasonable assistance. Please send any request for assistance to Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, TN 38108-0407, Attention: Corporate Secretary, at least two weeks before the meeting.

What is Buckeye Technologies Inc. and where is it located?

We are a leading manufacturer and marketer of specialty fibers and nonwoven materials. We are headquartered in Memphis, Tennessee, USA, and currently operate facilities in the United States, Germany, Canada and Brazil. Our products are sold worldwide to makers of consumer and industrial goods. We are the only manufacturer in the world offering cellulose-based specialty products made from both wood and cotton and utilizing wetlaid and airlaid technologies. As a result, we produce and market a broader range of cellulose-based specialty products than any of our competitors.

Where is our common stock traded?

Our common stock is traded and quoted on the New York Stock Exchange, or the “NYSE”, under the symbol “BKI.”

Will Buckeye’s directors be in attendance at the Annual Meeting?

Buckeye encourages, but does not require, its directors to attend annual meetings of stockholders. However, Buckeye currently anticipates that Mr. Crowe and Mr. Matula will attend the Annual Meeting and attended the 2010 Annual Meeting of Stockholders.

VOTING MATTERS

Who is entitled to attend and vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date, September 9, 2011, are entitled to receive notice of the Annual Meeting and to vote the shares for which they are stockholders of record on that date at the Annual Meeting, or any postponement or adjournment of the Annual Meeting. A list of our stockholders will be open to the examination of any stockholder, for any purpose germane to the Annual Meeting, at our headquarters for a period of ten days prior to the Annual Meeting. As of the close of business on September 9, 2011, we had 40,011,936 shares of common stock outstanding.

Stockholders of Record: Shares Registered in Your Name. If on September 9, 2011, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card, or vote by proxy over the telephone or on the Internet as instructed below, to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on September 9, 2011, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on and what does the Board recommend?

You will be asked to vote on the following five items:		Our Board recommends that you vote:

•	To elect the three nominees for Class I director named herein to serve until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified;	•	“FOR” the election of each of the three nominees named herein to serve on our Board;
•	To ratify the appointment of Ernst & Young LLP as Buckeye’s independent registered public accounting firm for the fiscal year ending June 30, 2012;	•	“FOR” the ratification of the appointment of Ernst & Young LLP as Buckeye’s independent registered public accounting firm for the fiscal year ending June 30, 2012;
•	To approve our At Risk Incentive Compensation Plan;	•	“FOR” the approval our At Risk Incentive Compensation Plan;
•	To approve, on an advisory basis, the compensation of our named executive officers (as defined in this Proxy Statement); and	•	“FOR” the approval, on an advisory basis, of the compensation of our named executive officers; and
•	To vote, on an advisory basis, for the preferred frequency of an advisory vote on the compensation of our named executive officers.	•	Every “ONE YEAR” as the preferred frequency with which Buckeye is to hold an advisory vote on the compensation of our named executive officers.

May other matters be raised at the Annual Meeting; how will the meeting be conducted?

We currently are not aware of any business to be acted upon at the Annual Meeting other than the five matters described above. Under Delaware law and our governing documents, no other business aside from procedural matters may be raised at the Annual Meeting unless proper notice has been given to the Company by the stockholders. If other business is properly raised, your proxies have authority to vote as they think best, including to adjourn the meeting.

The Chairman has broad authority to conduct the Annual Meeting so that the business of the meeting is carried out in an orderly and timely manner. In doing so, he has broad discretion to establish reasonable rules for discussion, comments and questions during the meeting. The Chairman is also entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the Annual Meeting proceeds in a manner that is fair to all participants.

How do I vote?

You may either vote “FOR” each nominee to our Board or you may withhold your vote for any nominee that you specify. For Proposal Nos. 2, 3 and 4, you may vote “FOR” or “AGAINST”, or abstain from voting. For Proposal No. 5, you may vote every “3 YRS,” “2 YRS” or “1 YR”, or abstain from voting. The procedures for voting are fairly simple:

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy using the enclosed proxy card, vote by proxy over the telephone, or vote by proxy on the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.

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To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.

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To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the postage paid envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

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To vote over the telephone, call the toll-free number (for residents of the United States) listed on your proxy card and follow the instructions provided by the recorded message. Your vote must be received by 5:00 p.m. Eastern Daylight Time on November 2, 2011 to be counted.

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You can choose to vote your shares at any time using the Internet site listed on your proxy card. This site will give you the opportunity to make your selections and confirm that your instructions have been followed. We have designed our Internet voting procedures to authenticate your identity by use of a unique control number found on the enclosed proxy card. To take advantage of the convenience of voting on the Internet, you must subscribe to one of the various commercial services that offer access to the world wide web. Costs normally associated with electronic access, such as usage and telephone charges, will be borne by you. We do not charge any separate fees for access to our Internet site. Your vote must be received by 5:00 p.m. Eastern Daylight Time on November 2, 2011 to be counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Buckeye. Simply complete and mail the proxy card to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other nominee. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

What if I return a proxy card but do not make specific choices?

Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and return a signed and dated proxy card without marking any voting selections, your shares will be voted as follows:

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“FOR” the election of each of the three nominees named herein to serve on the Board of Directors;

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“FOR” the ratification of the appointment of Ernst & Young LLP as Buckeye’s independent registered public accounting firm for the fiscal year ending June 30, 2012;

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“FOR” the approval of our At Risk Incentive Compensation Plan;

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“FOR” the approval, on an advisory basis, of the compensation of our named executive officers; and

•

Every “ONE YEAR” as the preferred frequency with which Buckeye is to hold an advisory vote on the compensation of our named executive officers.

If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares as recommended by our Board or, if no recommendation is given, will vote your shares using his or her best judgment.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. On certain “routine” matters, brokerage firms have the discretionary authority to vote shares for which their customers do not provide voting instructions. The proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm is considered a routine matter for this purpose. All of the other proposals, however, are not considered to be routine matters, and, therefore, your shares will not be voted on those matters unless you instruct your brokerage firm to vote in a timely manner.

Can I change my mind and revoke my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

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You may submit another properly completed proxy bearing a later date;

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You may send a written notice that you are revoking your proxy to Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, TN 38108-0407, Attention: Corporate Secretary; or

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You may attend the Annual Meeting and notify the election officials at the Annual Meeting that you wish to revoke your proxy and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank to revoke your proxy.

What if I receive more than one proxy card?

Multiple proxy cards mean that you have more than one account with brokers or our transfer agent. Please vote all of your shares. We also recommend that you contact your broker or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is American Stock Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, NY 10038, and it may be reached at (800) 937-5449.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “FOR,” “WITHHOLD” and broker non-votes with respect to the election of directors, and, with respect to Proposal Nos. 2, 3 and 4, “FOR” and “AGAINST” votes, abstentions and broker non-votes. With respect to Proposal No. 5, the inspector of election will separately count “3 YEARS,” “2 YEARS” and “1 YEAR” frequency votes, as well as abstentions and broker non-votes. A broker non-vote occurs when a nominee, such as a broker or bank, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority to vote with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. In the event that a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the Annual Meeting. Abstentions will be counted towards the tabulation of shares present in person or represented by proxy and entitled to vote and will have the same effect as “AGAINST” votes on Proposal Nos. 2, 3 and 4. If you abstain from voting on Proposal No. 5, the abstention will not have an effect on the outcome of the vote. Although broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum, broker non-votes will not be counted for purposes of determining the number of shares present in person or represented by proxy and entitled to vote with respect to a particular proposal. Thus, a broker non-vote will not affect the outcome of the vote on any Proposal.

What is the vote required for each proposal?

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For the election of the Class I directors, the three nominees receiving the most “FOR” votes (among votes properly cast in person or by proxy) will be elected.

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To be approved, Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as Buckeye’s independent registered public accounting firm for the fiscal year ending June 30, 2012, must receive a “FOR” vote from at least a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. However, the Audit Committee is not bound by a vote either for or against the firm. The Audit Committee will consider a vote against the firm by the stockholders in selecting our independent registered public accounting firm in the future.

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To be approved, Proposal No. 3, the approval of our At Risk Incentive Compensation Plan, must receive a “FOR” vote from at least a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.

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To be approved, Proposal 4, the approval, on an advisory basis, of the compensation of our named executive officers, must receive a “FOR” vote from at least a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote.

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To be the frequency of an advisory vote on the compensation of our named executive officers preferred by our stockholders, the frequency receiving the highest number of votes (among votes properly cast in person or by proxy) will be considered the frequency preferred by our stockholders (Proposal No. 5).

How many shares must be present to constitute a quorum for the Annual Meeting?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented by stockholders present at the Annual Meeting or by proxy. On September 9, 2011, the record date, there were 40,011,936 shares outstanding and entitled to vote. Thus, at least 20,005,969 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum. If there is no quorum, either the Chairman of the meeting or a majority of the votes present in person or represented by proxy at the Annual Meeting may adjourn the Annual Meeting to another date.

How many votes do I have and can I cumulate my votes?

You have one vote for every share of our common stock that you own. Cumulative voting is not allowed.

Will my vote be confidential?

Yes. We will continue our practice of keeping the votes of all stockholders confidential. Stockholder votes will not be disclosed to our directors, officers, employees or agents, except:

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as necessary to meet applicable legal requirements;

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in a dispute regarding authenticity of proxies and ballots;

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in the case of a contested proxy solicitation, if the other party soliciting proxies does not agree to comply with the confidential voting policy; or

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when a stockholder makes a written comment on the proxy card or otherwise communicates the vote to management.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final results are expected to be published in a current report on Form 8-K filed by Buckeye with the Securities and Exchange Commission on or before the fourth business day following the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days following the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL 1 — ELECTION OF DIRECTORS

What is the structure of our Board?

Pursuant to Delaware law and our governing documents, our business, property and affairs are managed under the direction of our Board. Our Board has responsibility for establishing corporate policies and for the overall performance and direction of Buckeye, but it is not involved in day-to-day operations. Members of our Board keep informed of our business by participating in Board and committee meetings, by reviewing reports sent to them regularly and through discussions with our executive officers.

Our Board is divided into three classes, with each class elected for a three-year term. The number of directors that constitutes our Board is fixed from time to time by a resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Currently, our Board is comprised of nine directors.

How are nominees evaluated; what are the minimum qualifications?

We believe that our directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the interests of our stockholders. They must also have an inquisitive and objective perspective, practical wisdom, mature judgment and demonstrated leadership skills. We also endeavor to have a Board that represents a range of experiences in areas that are relevant to our business activities.

Below we identify and describe the key experiences, qualifications and skills our directors bring to our Board that are important in light of the Company’s business and structure. The directors’ experiences, qualifications and skills that the Nominating and Corporate Governance Committee considered in their nomination are included in their individual biographies.

	•		Leadership Experience. We believe that directors with experience in significant leadership positions over a long period of time, especially chief executive officer positions, provide the Company with strategic thinking and various perspectives. These people generally possess exceptional leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management, the methods to drive change and growth and the ways to respond to changes in market conditions.

	•		Finance Experience. We believe that an understanding of finance and financial reporting process is important for our directors. We measure our operating and strategic performance by reference to financial targets. In addition, accurate financial reporting and robust auditing are critical to our success and developing stockholder confidence in our reporting processes that are required by the U.S. federal securities laws. We expect all of our directors to be financially literate.

	•		Industry Experience. We seek to have directors with experience as executive officers, directors or in other leadership positions in the industries in which we participate and in areas or disciplines that are important to our business.

What role does diversity play in the selection of members of our Board?

In evaluating potential candidates for Board membership, the Nominating and Corporate Governance Committee considers, among other things, independence, character, ability to exercise sound judgment, diversity of age, gender and ethnic background and professional experience. Our Board believes in a governing style that emphasizes respect for diversity in perspective and includes individuals from diverse backgrounds. Our Board believes that diversity is important because various points of view contribute to a more effective, engaged Board and better decision-making processes.

Who are the nominees this year?

Our Board has nominated the following three persons to serve as Class I Directors: George W. Bryan; R. Howard Cannon; and Katherine Buckman Gibson. If elected, each nominee would hold office until the 2014 Annual Meeting of Stockholders or until his or her earlier death, resignation or removal. We anticipate that each of these nominees will be available for election, but if a situation arises in which he or she is unavailable, the proxy will be voted in accordance with the best judgment of the named proxies unless directed.

What are the backgrounds and qualifications of this year’s nominees and those directors whose terms are continuing?

Information about the three individuals nominated as directors and the continuing members of our Board is provided below.

Nominees for Election as Class I Directors (Terms expiring 2014)

George W. Bryan, age 67, has been a director of Buckeye since April 2001. Mr. Bryan served as a Senior Vice President of the Sara Lee Corporation between 1983 and 2000. Mr. Bryan is a director of Regions Financial Corp. Mr. Bryan is also a private real estate developer and President of Old Waverly Properties, LLC.

Key Attributes, Experiences and Skills: Mr. Bryan offers valuable leadership experience as a result of his holding several key positions in a major corporation in the areas of production, sales and marketing. His experience as a member of the board of directors of other public companies also is valuable to Buckeye.

R. Howard Cannon, age 49, a private investor, has been a director of Buckeye since 1996. Mr. Cannon resigned from service as an officer of Buckeye in April 2005 to pursue other interests. From April 2003 to April 2005, he served as Senior Vice President, Wood Cellulose. Mr. Cannon was Vice President, Nonwovens Sales from August 2000 to April 2003 and was Manager, Corporate Strategy from November 1999 to August 2000. Before assuming a position with Buckeye, he was President of Dryve, Inc., a company which at one time consisted of 33 dry cleaning operations, a position he had held since 1987.

Key Attributes, Experiences and Skills: As a former officer of the Company, Mr. Cannon provides our Board with a deep and comprehensive knowledge of, and experience with, our company and our industry. Mr. Cannon has important leadership experience; his financial experience and business expertise gained in founding and developing a successful business with 33 locations add value to the Company.

Katherine Buckman Gibson, age 49, has been a director of Buckeye since August 2004. Since April 2000, she has been Chairman of the Board of Directors of Bulab Holdings, Inc., the parent company of Buckman. From May 1993 to May 2001, she served as Secretary of Buckman and as Vice President-Legal from 1994 to 2001. She also serves as Vice Chairman of Buckman.

Key Attributes, Experiences and Skills: Ms. Buckman Gibson’s service with Buckman, a leading manufacturer of specialty chemicals for aqueous industrial systems serving the pulp and paper, water treatment and leather markets, provides our Board with substantial industry experience. She offers significant leadership experience by virtue of her extensive international commercial experience and her legal and financial education.

Incumbent Directors — Class II Directors (Terms expiring 2012)

Red Cavaney, age 68, has been a director of Buckeye since 1996. Since November 2008, he has been Senior Vice President — Government Affairs of ConocoPhillips Company. From 1997 to October 2008, he served as President and Chief Executive Officer of the American Petroleum Institute. He was President, Chief Executive Officer and a director of the American Plastics Council from 1994 to 1997 immediately following service as President of the American Forest & Paper Association and President of its predecessor, the American Paper Institute. He is also a Board Director of the US Chamber of Commerce and the National Association of

Manufacturers, as well as past Chairman of the American Society of Association Executives and the American Council on Capital Formation.

Key Attributes, Experiences and Skills: Mr. Cavaney offers deep knowledge of our industry from his positions with the American Forest & Paper Association and the American Paper Institute. Additionally, his knowledge of the energy industry and his understanding of government agencies and government activities are important resources to us. In addition, Mr. Cavaney provides valuable leadership experience as a result of the various executive positions he has held.

John B. Crowe, age 64, has been a director of Buckeye since August 2004. Since July 2006, he has served as Chairman of the Board and Chief Executive Officer of Buckeye. From April 2003 through June 2006, he served as President and Chief Operating Officer of Buckeye. He was Senior Vice President, Wood Cellulose from January 2001 to April 2003. He joined Buckeye in December 1997 and was Vice President, Wood Cellulose from January 1998 to January 2001. Prior to joining Buckeye, he was Executive Vice President and General Manager at Alabama River Pulp Co., Inc. and Alabama Pine Pulp Co., Inc. from 1994 to 1997. He was Vice President and Site Manager of Flint River Operations, a subsidiary of the Weyerhaeuser Company from 1992 to 1994. From 1979 to 1992, he served in numerous positions with the Procter & Gamble Company. Mr. Crowe is a director of Myers Industries, Inc.

Key Attributes, Experiences and Skills: Mr. Crowe’s service as our Chairman and Chief Executive Officer and his various other management positions with our company provides significant leadership and management experience. Mr. Crowe also provides a deep understanding of our industry, having 32 years of experience in manufacturing, serving in multiple plant manager and site manager roles.

David B. Ferraro, age 73, a private investor, has been a director of Buckeye since March 1993. From April 2003 through June 2006, he served as Chairman of our Board and our Chief Executive Officer and retired from the Company in September 2006. From March 1993 to April 2003, he was President and Chief Operating Officer of Buckeye. He was Manager of Strategic Planning of The Procter & Gamble Company from 1991 through 1992. He served as President of Buckeye Cellulose Corporation, then a subsidiary of Procter & Gamble, from 1989 through 1991, as its Executive Vice President and Manager of Commercial Operations from 1987 through 1989, and as its Comptroller from 1973 through 1986.

Key Attributes, Experiences and Skills: As our former Chairman and Chief Executive Officer, Mr. Ferraro offers our Board a deep and comprehensive knowledge of our company, our customers and our industry. Mr. Ferraro also provides valuable financial expertise, having previously served as our chief financial officer.

Incumbent Directors — Class III Directors (Terms expiring 2013)

Lewis E. Holland, age 68, has been a director of Buckeye since September 2005. He is also a director of Evolve Bank & Trust. Mr. Holland was President of Henry Turley Company, a real estate company specializing in development of urban communities, from 2001 until his retirement in September 2009. He previously served as Vice Chairman and Chief Financial Officer and also head of ancillary businesses at National Commerce Bancorporation from 1994 until July 2001. From 1989 to 1994, Mr. Holland was a partner with the accounting firm of Ernst & Young LLP where he managed the Memphis audit staff.

Key Attributes, Experiences and Skills: Mr. Holland provides substantial financial expertise to our Board through his positions with Ernst & Young LLP, National Commerce Bancorporation and Evolve Bank & Trust. Mr. Holland also offers leadership experience as a result of his positions as President of Henry Turley Company and Vice Chairman and Chief Financial Officer of National Commerce Bancorporation.

Kristopher J. Matula, age 49, has been a director of Buckeye since April 2007. Since July 2006, he has served as President and Chief Operating Officer of Buckeye. From October 2003 through June 2006, he served as Executive Vice President and Chief Financial Officer of Buckeye. He was Senior Vice President of several different Buckeye divisions from July 1997 to October 2003. Prior to joining Buckeye in 1994, he held various positions with The Procter & Gamble Company and General Electric Company.

Key Attributes, Experiences and Skills: Mr. Matula’s service as our President and Chief Operating Officer and our former Chief Financial Officer provides our Board with leadership and management experience. In addition, Mr. Matula has a broad knowledge of the markets, customers, products, operations and employees of Buckeye’s global business.

Virginia B. Wetherell, age 64, has been a director of Buckeye since May 2006. She is co-founder and a director of Florida Biomass Energy, LLC and serves as President of Wetherell Consulting, Inc. From 1991 to 1998, she served as Secretary to the Florida Department of Environmental Protection. From 1988 to 1991, she served as the Deputy Director to the Florida Department of Natural Resources. From 1982 to 1988, she served as a State Representative to the Florida House of Representatives.

Key Attributes, Experiences and Skills: Ms. Wetherell provides our Board with extensive knowledge of environmental issues through her experience as Secretary to the Florida Department of Environmental Protection and Deputy Director to the Florida Department of Natural Resources. As co-founder and director of Florida Biomass Energy, LLC, she is knowledgeable in the areas of bio-energy and sustainability. Ms. Wetherell also offers leadership experience as a former legislator, a former public servant and as President of Wetherell Consulting, Inc.

How are our directors compensated?

Board Fees

Directors who are our employees are not entitled to receive any fees for serving as directors. Directors who are not our employees receive the following annual director and committee fees, for which cash components are payable in equal quarterly installments:

Types of Compensation				Amount
Board Retainer				$40,000 annually and restricted stock having a value of $50,000 ($30,000 prior to November 4, 2010) as determined by the closing trading price of the Company’s common stock on the grant date (i) on the date a person becomes a director if he or she became a director on a date other than the date of the annual stockholders meeting and (ii) on the date of the annual stockholders meeting, and vesting ratably over a three year period
Board Meeting Fees				None
Committee Meeting Fees				$1,000 per meeting when not held in conjunction with regularly scheduled board meetings and, effective November 4, 2010, $1,000 for all meetings, regardless of when held
Service Fees:
Presiding Director				$10,000 annually effective November 4, 2010 $5,000 annually prior to November 4, 2010
Audit Committee Chair				$10,000 annually effective November 4, 2010 $5,000 annually prior to November 4, 2010
Audit Committee Member				$5,000 annually
Compensation Committee Chair				$6,000 annually effective November 4, 2010 $2,500 annually prior to November 4, 2010
Nominating & Corporate Governance Committee Chair				$4,000 annually effective November 4, 2010 $2,500 annually prior to November 4, 2010
Compensation Committee and Nominating & Corporate Governance Committee Member				$2,500 annually

Amended and Restated Formula Plan for Non-Employee Directors

Prior to May 15, 2006, non-employee directors received (i) an initial grant of an option to purchase 10,000 shares of common stock upon election or appointment to the Board if not appointed or elected at an annual meeting,

and (ii) a grant of an option to purchase 10,000 shares of common stock on the date of each annual meeting at which the director was newly elected, re-elected or continued to serve on the Board. The Amended and Restated Formula Plan for Non-Employee Directors (“Formula Plan”), under which these options were granted, expired on May 15, 2006, and no additional options may be granted under the Formula Plan.

Pursuant to the Formula Plan, options were granted with an exercise price equal to the fair market value of the common stock on the date of grant. Under the Formula Plan, each option issued on the date of an annual meeting became fully exercisable on the first anniversary of its issuance or the next regularly scheduled annual meeting of stockholders, whichever occurred first. Each option issued on a date other than the date of an annual meeting of stockholders became fully exercisable on the first anniversary of its issuance. Upon the termination of a non-employee director’s tenure as a result of death or disability, all unvested options granted pursuant to the Formula Plan will vest and remain exercisable for one year. Upon the termination of a non-employee director’s tenure for any other reason, all unvested options will expire immediately and vested options will expire 90 days after the date of termination.

Effective August 8, 2006, to replace the benefits that had been granted under the Formula Plan, the Non-Employee Directors Compensation Committee elected to grant each director additional cash compensation in the amount of $20,000 (i) at the time the director is appointed or elected to the Board if not appointed or elected at an annual meeting and (ii) at each annual meeting at which the director is newly elected, re-elected or continues to serve on the Board. The Board encouraged each director to invest this component of compensation in Buckeye’s common stock. Upon the approval of the 2007 Omnibus Incentive Compensation Plan at the 2007 Annual Meeting, awards of stock options and restricted stock again became available for grant to the non-employee directors and the practice of paying $20,000 additional cash compensation was terminated.

Other Benefits

Our directors are reimbursed for out-of-pocket expenses related to their service as directors.

Are there stock ownership guidelines for directors?

In April 2008, our Board adopted stock ownership guidelines for non-employee directors, which originally required each non-employee director to own Company stock equal to three times the director’s annual cash retainer. Restricted stock counts toward ownership requirements; unexercised stock options do not count toward ownership requirement. In August 2011, our Board increased the ownership guidelines, which are reflected in the following table:

Stock ownership
guidelines for
non-employee
directors

• Stock ownership equal to lesser of (i) 13,289 shares¹ or (ii) 5X annual cash retainer²;
• Directors will have 5 years to accumulate required ownership level;
• Ownership levels will be expressed as a required number of shares, so that directors will not have to recalibrate their holdings as the stock price
fluctuates.

(1)

This is the original fixed share guideline adopted by the Board; it was originally based on a targeted value of 3X the $40,000 annual board retainer divided by $9.03 , which was our closing stock price at the time the guidelines were established in 2008.

(2)

For purposes of the 5X calculation only, the target share level recalculated annually using Buckeye 30 day average closing price leading up to the most recent June 30 fiscal year end.

Are there any family relationships between our directors and our executive officers?

There are no family relationships between or among any of our directors and executive officers.

How many votes are needed to elect directors?

The three nominees receiving the most “For” votes among votes properly cast in person or by proxy at the Annual Meeting will be elected (assuming a quorum of a majority of the outstanding shares of common stock is present).

What does the Board recommend?

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

GOVERNANCE OF THE COMPANY

What is corporate governance and how do we implement it?

Corporate governance is a set of rules established by us to ensure that our directors, executive officers and employees conduct the Company’s business in a legal, impartial and ethical manner. Our Board has a strong commitment to sound and effective corporate governance practices. We are incorporated under the laws of the State of Delaware. Our management and our Board have reviewed and continue to monitor our corporate governance practices in light of Delaware corporate law, U.S. federal securities laws and the listing requirements of the NYSE.

What documents establish and implement our corporate governance practices?

The Code of Business Conduct and Ethics, the Employee Complaint Procedures for Accounting and Auditing Matters, the Corporate Governance Guidelines and the charters of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee were adopted by us for the purpose of increasing transparency in our governance practices as well as promoting honest and ethical conduct, promoting full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by us, and promoting compliance with all applicable rules and regulations that apply to us and our officers and directors.

The Code of Business Conduct and Ethics applies to the members of our Board, our Chief Executive Officer and our senior financial officers as well as all our other officers and employees. It provides that any waiver of this code may be made only by our Board. Any waiver in favor of a director or executive officer is publicly disclosed. We disclose amendments to, and waivers from, the Code of Business Conduct and Ethics, if any, on our website, www.bkitech.com.

Where can I access the Company’s corporate governance documents?

Our Code of Business Conduct and Ethics, the Corporate Governance Guidelines and the charters of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee may be accessed at the Investor Relations tab of our website, www.bkitech.com. In addition, any stockholder or other interested party may request, without charge, a copy of the Company’s corporate governance documents by submitting a written request for any of such materials to: Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, TN 38108-0407, Attention: Corporate Secretary.

How often did our Board meet in 2011?

Our Board held seven meetings during 2011. Directors are expected to attend each meeting of our Board and each meeting of those Committees on which they serve. In addition to meetings, our Board and its Committees review and act upon matters through written consent procedures. All of the directors attended 75% or more of the total number of meetings of the Board and those Committees on which they served during the last fiscal year.

We adopted a policy for attendance by our Board at our stockholder annual meetings that encourages directors, if practicable and time permitting, to attend our stockholder annual meetings. Two of our directors attended the Annual Meeting of Stockholders held on November 4, 2010.

What committees have been established by our Board?

Our Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

All members of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent. The following table sets forth the current membership of our standing committees:

Katherine Buckman Gibson

Virginia B. Wetherell

Who are our independent directors?

In accordance with the NYSE’s listing requirements, our Board has evaluated each of its directors’ independence from us and our management based on the NYSE’s definition of “independence.” In its review of each director’s independence, our Board reviewed whether any transactions or relationships exist currently or, during the past three years existed, between each director and us and our subsidiaries, affiliates, equity investors or independent registered public accounting firm. The Board also examined whether there were any transactions or relationships between each director and members of our senior management or their affiliates. Based on the review of the Board and the NYSE’s definition of “independence,” the Board has determined that a majority of our Board is “independent.” The independent directors are Mr. Bryan, Mr. Cavaney, Mr. Cannon, Mr. Ferraro, Ms. Buckman Gibson, Mr. Holland and Ms. Wetherell. Our Board has also determined that each of the members of our Audit Committee is “independent” for purposes of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the “Exchange Act”.

What is the leadership structure of the Board and why is it appropriate for Buckeye?

Our Chief Executive Officer also serves as the Chairman of the Board, and we have an independent Presiding Director with broad authority and responsibility. Our Board appointed R. Howard Cannon as the Presiding Director to preside over executive sessions of non-management directors effective August 2, 2011, for a one year term. From August 4, 2010 through the expiration of her term on August 2, 2011, Ms. Wetherell served as Presiding Director to chair meetings of our Board’s executive sessions of non-management directors. The non-management directors met in executive session at least one time during fiscal year 2011.

Our Board believes that this leadership structure—a combined Chairman of the Board and Chief Executive Officer and an independent Presiding Director—is the most appropriate structure for us at this time. Because the Chief Executive Officer has extensive knowledge of our business, our Board has concluded that he is in the best position to lead most effectively by serving in the key position of Chairman of the Board. In addition, the Chief Executive Officer is able to act as a conduit between the Board and management to plan and execute Board meetings, to provide updates between Board meetings, as necessary, and to efficiently execute Board directives. We believe that this leadership structure reduces the potential for confusion about leadership roles and duplication of efforts. Finally, this structure allows a single person to speak for and lead Buckeye and our Board, while also providing for effective oversight by an independent Board through an independent Presiding Director. Our Board believes that leadership of both our Board and Buckeye by Mr. Crowe is the best structure to lead us in the achievement of its goals and objectives and establishes an effective balance between effective Company leadership and appropriate oversight by non-employee directors.

What role does our Board play in the oversight of risk management?

Our Board implements its risk oversight function both as a whole and through its Committees. Throughout the year, our Board and the Committees to which it has delegated responsibility conduct risk assessments and discuss identified risks and how to eliminate or mitigate such risks.

Management communicates regularly with our Board and its Committees on significant risks and how they are being managed, and directors are free to communicate directly with senior management. Management believes that we have developed effective internal control processes to identify and manage risks.

The Audit Committee has primary responsibility for overseeing our risk management. It oversees risks related to our financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and our ethics and compliance program. The Compensation Committee evaluates the risks associated with the Company’s compensation philosophy and programs. The Nominating and Corporate Governance Committee oversees risks associated with its areas of responsibility, including, along with the Audit Committee, our Code of Business Conduct and Ethics. In addition, our Board is routinely informed of our developments that could affect our risk profile and business in general.

How can you communicate with our Board?

Stockholders and other interested parties may send communications to our Board or any Committee of the Board by writing to our Board or the Committee at Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, TN 38108-0407, Attention: Corporate Secretary. The Secretary will distribute all stockholder and other interested party communications to the intended recipients and/or distribute to the entire Board, as appropriate.

In addition, stockholders and other interested parties may also contact the Presiding Director or the non-management directors as a group by writing to the Presiding Director, c/o Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, TN 38108-0407, Attention: Corporate Secretary. The Secretary will forward all stockholder and other interested party communications to the Presiding Director who will review and distribute, if addressed to the non-management directors, all stockholder and other interested party communications to the non-management directors as a group.

What are our complaint procedures?

Complaints and concerns about our accounting, internal accounting controls or auditing or related matters may be submitted by writing to the Chairman of the Audit Committee, c/o Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, TN 38108-0407, Attention: Corporate Secretary. Complaints may be submitted on a confidential and anonymous basis by sending them in a sealed envelope marked “Confidential.” Alternatively, complaints and concerns about our accounting, internal accounting controls or auditing or related matters may be submitted by our employees and other interested parties confidentially and anonymously by sending them to Chair, Audit Committee, Buckeye Technologies Inc., P.O. Box 22471, Memphis, TN 38122-9998.

What are the responsibilities of the Audit Committee?

The Audit Committee currently consists of Mr. Lewis E. Holland (Chairman), Mr. Red Cavaney, Mr. R. Howard Cannon and Ms. Katherine Buckman Gibson, all of whom are independent directors of Buckeye under the listing standards of the NYSE. Our Board has determined that Mr. Holland is an “audit committee financial expert” as such term is defined in the rules of the Securities and Exchange Commission, or the “SEC.”

The Audit Committee met seven times during fiscal year 2011. A copy of the Audit Committee charter is available to our stockholders and other interested parties at the Investor Relations tab on our website at www.bkitech.com and is also available in print to any stockholder or other interested party who makes a request to our Corporate Secretary. Ernst & Young LLP currently serves as our independent registered public accounting firm.

The Audit Committee has the authority and responsibility to:

•

conduct periodic independent reviews of the systems of accounting (including systems of internal control);

•

make reports periodically to our Board with respect to its findings; and

•

undertake other activities described more fully in the section called “Report of the Audit Committee of the Board.”

What are the responsibilities of the Compensation Committee?

The Compensation Committee currently consists of Mr. Red Cavaney (Chairman), Mr. George W. Bryan, Mr. Lewis E. Holland and Ms. Virginia B. Wetherell, all of whom are independent, non-employee directors of Buckeye under the listing standards of the NYSE. Each member of the Compensation Committee is a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the “Code”.

The Compensation Committee met seven times during fiscal year 2011. Our Board adopted a written charter for our Compensation Committee, which is available to our stockholders and other interested parties at the Investor Relations tab on our web site at www.bkitech.com and is also available in print to any stockholder or other interested party who makes such a request to our Corporate Secretary.

The Compensation Committee’s responsibilities include:

•

determining, or recommending to our Board for determination, the compensation and benefits of all of our executive officers;

•

reviewing our compensation and benefit plans to ensure that they meet corporate objectives as well as evaluating the risk associated with the compensation and benefit plans;

•

reviewing and recommending to the entire Board the compensation for Board members;

•

administering our stock plans and other incentive compensation plans; and

•

other matters that our Board specifically delegates to the Compensation Committee from time to time.

The responsibilities of the Compensation Committee are described in more detail in the section called “Compensation Discussion and Analysis.”

During 2011, the Compensation Committee retained Pearl Meyer & Partners to provide information and recommendations on various issues, including long-term incentive compensation. During fiscal 2011, our Chief Executive Officer, along with other members of management, provided recommendations to, and participated in portions of the Compensation Committee’s meetings with respect to the compensation to be received by persons other than themselves.

What are the responsibilities of the Nominating and Corporate Governance Committee?

The Nominating and Corporate Governance Committee currently consists of Mr. George W. Bryan (Chairman), Mr. R. Howard Cannon, Ms. Katherine Buckman Gibson and Ms. Virginia B. Wetherell, all of whom are independent directors of Buckeye under the listing standards of the NYSE.

The Nominating and Corporate Governance Committee met four times during fiscal year 2011. Our Board adopted a written charter for our Nominating and Corporate Governance Committee, which is available to our stockholders and other interested parties at the Investor Relations tab on our web site at www.bkitech.com and is

also available in print to any stockholder or other interested party who makes such a request to the Company’s Secretary.

The Nominating and Corporate Governance Committee has the authority and responsibility to:

•

assist our Board by actively identifying individuals qualified to become Board members;

•

recommend to our Board the director nominees for election at the next annual meeting of stockholders or for appointment to our Board, as appropriate;

•

monitor significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies;

•

lead our Board and each committee of our Board in its annual performance self-evaluation, including establishing criteria to be used in connection with such evaluation; and

•

develop and recommend to our Board and administer our Corporate Governance Guidelines.

When evaluating director candidates, the Committee considers several factors, including the individual’s character, judgment, ethics, integrity, familiarity with our business and whether his or her experience and skills are complementary to our Board and business. Generally, candidates have significant leadership, industry and finance experience. The Committee will also consider the candidate’s willingness to devote a sufficient amount of time to perform his or her duties as a director effectively and other relevant factors it deems appropriate. The Committee makes a recommendation to the full Board as to any persons it believes should be nominated by our Board, and our Board determines the nominees after considering the recommendation and report of the Committee.

During the fiscal year ended June 30, 2011, the Committee did not engage any third party to assist it in identifying or evaluating nominees for election to our Board.

The Committee will consider nominees to our Board recommended by stockholders if stockholders comply with our advance notice requirements. Our Bylaws provide that a stockholder who wishes to nominate a person for election as a director at a meeting of stockholders must deliver written notice to our Secretary. This notice must contain, as to each nominee, all of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act, and certain other information, including the name and address of the stockholder delivering the notice as it appears on our stock records, the number and class of shares held of record by such stockholder, information about derivative securities holdings of such stockholder, any arrangement or understanding pursuant to which such stockholder has a right to vote or has granted a right to vote any shares of our stock, whether such stockholder has a short interest in any of our securities, whether such stockholder is entitled to a fee based on the value of our securities, a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate such nominee, and a certification that such stockholder has complied with all applicable federal, state and other legal requirements in connection with such stockholder’s acquisition of our securities and such stockholder’s acts or omissions as a stockholder of us. The foregoing summary does not include all requirements a stockholder must satisfy in order to nominate a candidate to the Board. Stockholders who wish to recommend a nominee to our Board should read carefully our Bylaws, which are available at the Investor Relations tab of our website at www.bkitech.com.

In order to be eligible to be a nominee for election as a director of the Company by a stockholder, such potential nominee must deliver to our Secretary a written questionnaire providing the requested information about the background and qualifications of such person and a written representation and agreement that such person is not and will not become a party to any voting agreements, any agreement or understanding with any person with respect to any compensation or indemnification in connection with service on our Board, and would be in compliance with all of our applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines.

Stockholder nominations must be submitted in accordance with the deadlines set forth under the caption “STOCKHOLDER PROPOSALS FOR 2012 ANNUAL MEETING” located on page 59 of this Proxy Statement. Stockholder nominations should be sent to Buckeye Technologies Inc., P.O. Box 80407, 1001 Tillman Street, Memphis, Tennessee 38108-0407, Attention: Corporate Secretary.

Where can I find information on Buckeye’s other executive officers?

For additional information on Buckeye’s executive officers, please refer to the “Executive Officers of the Registrant” section of our annual report on Form 10-K for the fiscal year ended June 30, 2011, which was filed with the SEC on August 29, 2011.

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Has the Audit Committee selected our independent registered public accounting firm for fiscal year 2012?

The Audit Committee has reappointed Ernst & Young LLP as our independent registered public accounting firm, to audit and certify our financial statements for the fiscal year ending June 30, 2012. In making the decision to reappoint the independent registered public accounting firm, the Audit Committee has considered whether the provision of the non-audit services rendered by Ernst & Young LLP is incompatible with maintaining that firm’s independence.

Is stockholder approval required for the appointment of the independent registered public accounting firm for 2012?

Stockholder ratification of the appointment of Ernst & Young LLP as Buckeye’s independent registered public accounting firm is not required by Buckeye’s bylaws or other governing documents. However, the Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate governance. However, the Audit Committee is not bound by a vote either for or against the proposal. The Audit Committee will consider a vote against Ernst & Young LLP by the stockholders in selecting our independent registered public accounting firm in the future. Even if the stockholders do ratify the appointment, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interest of Buckeye and our stockholders.

Will representatives of Ernst & Young LLP attend the Annual Meeting?

Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

What fees were paid to our independent registered public accounting firm in 2011 and 2010?

During fiscal year 2011, Ernst & Young LLP not only acted as the independent registered public accounting firm for Buckeye and our subsidiaries (work related to auditing the annual financial statements for fiscal year 2011 and reviewing the financial statements included in our Forms 10-Q) but also rendered other services on our behalf, including tax-related services.

The Audit Committee has the sole authority to pre-approve any non-audit services to be provided by the independent registered public accounting firm. The Audit Committee approved 100% of the services reflected in the table below under audit fees, audit related fees and tax fees. The Audit Committee considers whether the provision of permitted non-audit services is compatible with maintaining the independence of Ernst & Young LLP.

The following table sets forth the aggregate fees billed by Ernst & Young LLP for audit services related to the two most recent fiscal years and for other services billed in the two most recent fiscal years.

Audit Related Fees (2)

Has the Audit Committee determined Ernst & Young LLP’s independence from Buckeye?

The Audit Committee has considered the non-audit services provided by Ernst & Young LLP and determined that the provision of such services had no effect on Ernst & Young LLP’s independence from Buckeye.

How does the Audit Committee pre-approve services provided by the independent registered public accounting firm?

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm is required to report periodically to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and all fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

How many votes are needed to ratify the appointment of our independent registered public accounting firm for 2012?

Approval of the proposal to ratify the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares present and entitled to vote at the Annual Meeting of Stockholders (assuming a quorum of a majority of the outstanding shares of common stock is present).

What does the Board recommend?

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2012.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD

The Audit Committee for fiscal year 2011 consisted of Mr. Red Cavaney, Mr. R. Howard Cannon, Ms. Katherine Buckman Gibson and Mr. Lewis E. Holland (Chair).

All four directors who served on the Audit Committee in the 2011 fiscal year met the independence, financial literacy and qualification standards required by the NYSE. Our Board determined that Mr. Holland is an “audit committee financial expert,” as defined by SEC rules, for fiscal year 2011. The Audit Committee operates in accordance with its written charter, which was most recently revised in April 2011. A copy of this charter is available on our website at www.bkitech.com.

The Audit Committee has obtained from the independent registered public accounting firm, Ernst & Young LLP, a formal written statement describing all relationships between the auditors and Buckeye that might bear on the auditors’ independence, as required by Public Company Accounting Oversight Board, or the “PCAOB”, Rule 3526, “Communication with Audit Committees Concerning Independence.” The Audit Committee also has discussed with the auditors any relationships that may affect their objectivity and independence, and it has considered Buckeye’s payment of fees to the auditors. The Audit Committee confirms that the registered public accounting firm is independent of Buckeye.

Management is responsible for: the preparation, presentation and integrity of Buckeye’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Buckeye’s internal control over financial reporting. Buckeye’s internal auditor is responsible for testing such internal controls and procedures. The independent registered public accounting firm is responsible for performing an independent audit of Buckeye’s financial statements in accordance with the standards of the PCAOB and to issue a report thereon, as well as expressing an opinion on the effectiveness of Buckeye’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee met with management, the internal auditor and the independent registered public accounting firm to review and discuss the audited financial statements, including a discussion of the quality and acceptability of Buckeye’s financial reporting and controls. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended. The Audit Committee has also received both management’s and the independent registered public accountant’s reports on internal control over financial reporting.

Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the independent registered public accounting firm, subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Audit Committee Charter, the Audit Committee recommended that our Board include the audited financial statements in Buckeye’s Annual Report on Form 10-K for the year ended June 30, 2011, filed with the Securities and Exchange Commission. The Audit Committee has also recommended the reappointment, subject to stockholder ratification, of the independent registered public accounting firm, Ernst & Young LLP.

Audit Committee
Lewis E. Holland, Chairman
Red Cavaney
R. Howard Cannon
Katherine Buckman Gibson

PROPOSAL 3 — APPROVAL OF OUR AT RISK INCENTIVE COMPENSATION PLAN

Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) currently limits our deduction for federal income tax purposes of compensation in excess of $1.0 million per individual paid to our Chief Executive Officer and our three highest paid executive officers, excluding the Chief Financial Officer, or the “covered employees”. Compensation which is performance-based within the requirements of Section 162(m) and is approved by our stockholders will not be subject to the deduction limit. Therefore, in order to enhance our ability to maximize tax deductions, our Board is requesting that stockholders approve the Buckeye At Risk Incentive Compensation Plan, or the “At Risk Compensation Plan”, at the Annual Meeting.

Is the following summary of the At Risk Compensation Plan complete?

No. The following pages summarize the principal features of the At Risk Compensation Plan, but this summary is not intended to be exhaustive and is qualified in its entirety by reference to the At Risk Compensation Plan, a copy of which is attached to this proxy statement as Appendix A.

What is the term of the At Risk Compensation Plan?

The At Risk Compensation Plan will be effective as of July 1, 2011 provided that our shareholders approve the At Risk Compensation Plan at the Annual Meeting. The Compensation Committee of our Board may amend, suspend or terminate the At Risk Compensation Plan at any time, but no amendment will be effective that alters an award, a performance target or other criteria relating to an award to a covered employee except to the extent that such amendment may be made without causing the award to cease to qualify as performance-based compensation under Section 162(m) of the Code.

What is the purpose of the At Risk Compensation Plan?

The At Risk Compensation Plan is designed to align a meaningful portion of pay to the attainment of short-term goals in support of Buckeye’s business plan. Awards made pursuant to the At Risk Compensation Plan reward plan participants for their contributions to Buckeye’s financial success, thereby motivating plan participants to continue to make such contributions in the future. At Risk Compensation Plan participants are eligible to receive a bonus based on a combination of Buckeye’s business performance and the individual’s role in contributing to the success of Buckeye.

Who is eligible to participate in the At Risk Compensation Plan?

If approved by the stockholders, a total of approximately 50 of our employees are entitled to participate in the At Risk Compensation Plan: our Chief Executive Officer; Chief Operating Officer; six Senior Vice Presidents; ten Vice Presidents and approximately 30 other key managers. A participant must be employed by Buckeye through the last day of the applicable performance period to be eligible to receive his or her award under the At Risk Compensation Plan, except that participants who retire, die or become permanently disabled, or in other special circumstances as determined by the Compensation Committee, in its sole discretion, remain eligible to receive a pro-rated portion of his or her award, to the extent applicable performance thresholds are met, based on the number of months of employment the participant completed during the applicable performance period.

Who administers the At Risk Compensation Plan?

The At Risk Compensation Plan is administered by the Compensation Committee of our Board. The Compensation Committee establishes various quantitative operational and performance targets for the At Risk Compensation Plan. The Compensation Committee reviews attainment of relevant goals for these areas at the end of each applicable performance period and approves the awards to be paid under the At Risk Compensation Plan based on attainment of such goals.

What awards are available under the At Risk Compensation Plan?

The At Risk Compensation Plan provides for the payment of cash bonuses to participants if financial, operational or performance based criteria are satisfied. With respect to each participant in the At Risk Compensation Plan, the Compensation Committee will approve performance measures as criteria for the measurement of performance under the At Risk Compensation Plan based on the following criteria or any combination of the following criteria:

• consolidated pretax earnings

• return on invested capital, equity or assets

• earnings measures/ratios

• operating profit

• net economic profit

• operating income

• financial return ratios

• production volume

• total shareholder return

• balance sheet measurements

• sales or revenues from certain product categories

• improvement in or attainment of expense levels

• improvement in or attainment of working capital levels

• strategic innovation

• customer or employee satisfaction

• safety and/or quality

• reduction of waste

• individual objectives

The weight of each performance factor varies by participant in the plan. When approving the goals for these performance metrics with respect to each participant, the Compensation Committee intends to establish levels that are both challenging and realistic, taking into consideration management plans and forecasts, our prior performance, peer company results, macroeconomic conditions and market expectations for Buckeye.

How is the amount of award under the At Risk Compensation Plan determined?

Following the completion of a performance period, the Compensation Committee shall meet to review and determine if, and to what extent, the performance goals for the At Risk Compensation Plan have been achieved and, if so, to also approve the amount of the awards earned for the period.

May the amount of awards be modified by the Compensation Committee?

Yes. The At Risk Compensation Plan provides the Compensation Committee with the authority to exercise negative discretion, in its sole discretion, to decrease or eliminate an award payable to any covered employee or other participant to reflect the individual performance and contribution of, and other factors relating to, that participant. Additionally, the Compensation Committee has the power and authority to make such adjustments, to the extent it deems appropriate, to any award to compensate for, or reflect, any extraordinary event, as such term is defined in the At Risk Compensation Plan; provided that the Compensation Committee may not increase the amount of an award to any covered employee beyond the amount originally established, waive the attainment of a target or otherwise exercise its discretion in any way that causes an award not to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.

Is there a maximum award under the At Risk Compensation Plan?

Yes. The aggregate amount of any award to a participant for any performance period may not exceed $3 million.

New Plan Benefits

For fiscal year 2012, the maximum bonus opportunities under the At Risk Compensation Plan equal 150% of base salary for the Chief Executive Officer, 120% of base salary for the Chief Operating Officer, 90% of base

salary for the Senior Vice Presidents and 30% to 60% of base salary for the other participants in the At Risk Compensation Plan. The fiscal year 2012 performance goals for the At Risk Compensation Plan are based on fiscal year 2012 results and, therefore, it is impossible to determine the actual award levels at this time. The following table summarizes the breakout of fiscal year 2012 maximum award opportunities across the various performance metrics for each executive officer:

Kristopher J. Matula

Sheila Jordan Cunningham

What does the Board recommend?

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF OUR AT RISK COMPENSATION PLAN.

PROPOSAL 4 — APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Why are we submitting this matter to shareholders?

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Section 14A of the Exchange Act, our stockholders are now entitled to vote, on an advisory basis, to approve the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the rules of the Securities and Exchange Commission. The compensation of our named executive officers is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained on pages 29 through 55 of this Proxy Statement.

The Compensation Committee, which is responsible for reviewing and approving our executive compensation program, has designed our executive compensation program to reward our executive officers for achieving specified performance goals, building stockholder value and maintaining long-term careers with Buckeye. We reward these three aspects so that our executive team will make balanced annual and long-term decisions that we expect will result in consistent financial performance and the achievement of our strategic business objectives. We believe the compensation program for our named executive officers has been instrumental in helping Buckeye to continue to motivate its personnel to build stockholder value. As discussed in more detail in the Compensation Discussion and Analysis, for 2011, each executive officer’s bonus opportunity was directly tied to specified goals and objectives, the success or failure of which directly impacted the bonuses awarded to our executive officers for 2011 performance, and equity grants are intended to reward long-term stockholder value creation. We encourage you to carefully review the Compensation Discussion and Analysis beginning on page 29 of this Proxy Statement for additional details on our executive compensation program as well as the reasons and processes for how our Compensation Committee determined the structure and amounts of the 2011 compensation of our named executive officers.

What are you being asked to vote on?

Stockholders are being asked to vote on the following resolution:

RESOLVED, the stockholders of Buckeye Technologies Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for its 2011 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures in such Proxy Statement.

Is this vote binding?

No—this vote is advisory only and will not be binding on our Board or the Compensation Committee. However, our Board and the Compensation Committee recognize the importance of receiving input from our stockholders on important issues such as named executive officer compensation and will take into account the outcome of the vote when considering our executive compensation program.

What does the Board recommend?

FOR ALL OF THE REASONS DISCUSSED IN OUR CD&A, FOUND AT PAGES 29 THROUGH 55 OF THIS PROXY STATEMENT, OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, IN A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT.

PROPOSAL 5 — SELECTION OF THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Why are we submitting this matter to stockholders?

Under the Dodd-Frank Act, we also are required to seek an advisory stockholder vote regarding the frequency of the “say-on-pay” vote. The Dodd-Frank Act also provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers as disclosed in accordance with the compensation disclosure rules of the Securities and Exchange Commission, which we refer to as an advisory vote on executive compensation. By voting with respect to this Proposal No. 5, stockholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two, or three years. Stockholders also may, if they wish, abstain from casting a vote on this proposal.

What are you being asked to vote on?

Our Board of Directors asks you to consider the following resolution:

RESOLVED, that the stockholders determine, on an advisory basis, whether the preferred frequency of an advisory vote on the executive compensation of the Company’s named executive officers as set forth in the Company’s proxy statement should be every one year, every two years, or every three years.

What frequency does the Board recommend for say on pay votes?

Our Board recognizes the importance of receiving regular input from our stockholders on important issues, such as our executive compensation. Our Board believes that our current executive compensation programs directly link executive compensation to our financial performance and align the interests of our executive officers with those of our stockholders. Our Board believes that giving our stockholders the right to cast an advisory vote every year on their approval of the compensation arrangements of our named executive officers is a good corporate governance practice and is in the best interests of our stockholders, by allowing our stockholders to provide us with their input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement every year.

We recognize that stockholders may have different views as to the best approach for us, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of an advisory vote on executive compensation.

Is this vote binding?

No. The vote under this proposal is advisory, and therefore, not binding on us, our Board or our Compensation Committee. However, our Board and the Compensation Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation. Our Board may decide that it is in the best interests of our stockholders and us to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our stockholders.

FOR THE REASONS SET FORTH ABOVE, OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF “ONE YEAR” AS YOUR PREFERENCE FOR THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of our common stock that were beneficially owned as of September 9, 2011 by: (A) each person known to own more than 5% of the Company’s shares; (B) each director of the Company and each of the named executive officers, as defined in “Compensation Discussion and Analysis” below; and (C) all directors and executive officers of the Company as a group.

BlackRock, Inc. (2)
40 East 52^nd Street
New York, New York 10022

Dimensional Fund Advisors LP (3)
Palisades West, Building One
6300 Bee Cave Road
Austin, Texas 78746

NewSouth Capital Management, Inc. (4)
1100 Ridgeway Loop Road, Suite 444
Memphis, Tennessee 38120

The Vanguard Group, Inc. (5)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

Charles S. Aiken (6)

R. Howard Cannon (8)

David B. Ferraro (12)

Katherine Buckman Gibson (13)

Lewis E. Holland (14)

Kristopher J. Matula (16)

Virginia B. Wetherell (17)

All Directors and Executive Officers as a group (15 persons) (18)

COMPENSATION DISCUSSION AND ANALYSIS

Our primary compensation philosophy is to offer a competitive compensation program that attracts, retains and rewards executive officers who contribute to Buckeye’s long term success and increased stockholder value. Our compensation discussion and analysis discusses the total compensation for our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers at June 30, 2011, or our “named executive officers.” We have a strong “pay for performance” philosophy for our executive compensation program, which is designed to reward executive officers for maximizing our success, as determined by our financial and operational goals and stockholder value creation. We generally reward executives for near-term and sustained longer-term financial and operating performance as well as leadership excellence. Compensation opportunities are intended to align the interests of executives with those of our stockholders and encourage them to remain with Buckeye for long and productive careers.

The Compensation Committee regularly reviews Buckeye’s compensation philosophy and objectives. The Compensation Committee is also responsible for reviewing and approving compensation for Buckeye’s executive officers on an annual basis. A description of the Compensation Committee’s responsibilities is set forth in detail in its charter, which is posted on the Company’s website at www.bkitech.com.

Set forth below is a detailed discussion of the Company’s compensation program for its executive officers organized as follows:

Compensation Consultant

Components of Buckeye’s Compensation Program for Executive Officers

Process for Determining Compensation for Executive Officers

Base Salary Determination for Executive Officers

What Buckeye’s Short-Term Incentive Compensation Programs are Designed to Reward and How they Work

What Buckeye’s Long-Term Incentive Compensation Program is Designed to Reward and How it Works

Health and Welfare Benefits

Other Benefits Executive Officers Receive

Description of Agreements with Executive Officers

Tax and Accounting Considerations

Compensation-Related Risk Assessment

Executive Summary

We manage our business with the long-term objective of providing value to all of our constituents, namely, stockholders, customers, employees, suppliers, and the communities in which we have a presence. Our compensation programs are designed to support this overall objective. Our compensation philosophy is that compensation for all employees, including our named executive officers, should be:

We have designed our compensation programs to reflect each of these characteristics. Our named executive officers receive a compensation package that primarily consists of an annual base salary, short-term incentive awards, and long-term incentive awards. The performance-based incentives (tied to corporate performance, and in some cases, individual performance and strategic business area performance goals) seek to reward both short-term and long-term results and to align the interests of our executive officers and other participants with the interests of our stockholders.

The Compensation Committee sets the short-term and long-term incentive award performance targets for participants, including our named executive officers, in July or August of each year for the fiscal year commencing the prior July 1st. We believe that the performance targets established by the Compensation Committee are both challenging and realistic, and require participants, including executive officers, to perform at a high level to earn target awards.

Fiscal Year 2011 Financial and Operational Performance

We had strong financial results in fiscal year 2011, as more specifically described under the heading “Management’s Discussion and Analysis” in our Annual Report on Form 10-K. Highlights for fiscal year 2011 include:

Our fiscal year 2011 performance was a key factor in the compensation decisions for the fiscal year, as more specifically discussed below.

Summary of Fiscal Year 2011 Named Executive Officers’ Compensation

Kristopher J. Matula

Significant Compensation Practices and Recent Modifications

Our compensation programs, practices, and policies are reviewed and reevaluated on an ongoing basis. We modify our compensation programs to address evolving best practices and changing regulatory requirements. Listed below are some of our more significant practices and recent modifications.

Compensation Consultant

To assist the Compensation Committee in assessing the market competitiveness of our compensation program and establishing executive compensation for fiscal 2011, the Compensation Committee retained Mercer, which is a nationally recognized compensation consulting firm and wholly-owned subsidiary of Marsh & McLennan Companies, Inc., or “MMC”, to:

Beginning in 2010, the Compensation Committee elected to have a comprehensive executive compensation study conducted on an annual basis; the most recent Mercer study was completed in May 2010. Mercer reported directly to the Compensation Committee, which directed its work, and Mercer regularly participated in Compensation Committee meetings. The Compensation Committee had the sole authority to establish the nature and scope of Mercer’s engagement, to approve Mercer’s fees and to terminate Mercer’s engagement. During fiscal 2011, Mercer and its MMC affiliates were retained by management to provide services unrelated to executive compensation, including insurance brokerage services, broad based employee compensation consulting, and consulting services relating to our health and benefits programs. The aggregate fees billed by Mercer for executive compensation services in fiscal 2011 were $33,036. The aggregate fees billed by Mercer and its MMC affiliates for other services in fiscal 2011 were $68,567. The Compensation Committee did not review or approve the other services provided to us by Mercer and its MMC affiliates, as those services were approved by management in the normal course of business.

We were advised by Mercer that the reporting relationship and compensation of the Mercer consultants who performed executive compensation consulting services for our Compensation Committee were separate from, and were not determined by reference to, Mercer’s or MMC’s other lines of business and their other work for us. The Compensation Committee considered these separate reporting relationships and compensation structures, and the other policies and procedures implemented by Mercer, to be adequate to ensure that Mercer’s advice to the Compensation Committee was independent and objective and not influenced by the other relationships that Buckeye has with Mercer and its MMC affiliates. All of the decisions with respect to determining the amount or form of compensation for our named executive officers are made by the Compensation Committee and may reflect factors and considerations other than the information and advice provided by Mercer.

In April 2011, the Compensation Committee engaged Pearl Meyer & Partners to serve as its independent compensation consultant. Pearl Meyer & Partners does not provide any services to Buckeye other than those requested by the Compensation Committee with respect to executive compensation. During fiscal year 2011, Pearl Meyer & Partners conducted a comprehensive review of our executive compensation program for our named executive officers and other executives. Pearl Meyer & Partners regularly participates in Compensation Committee meetings.

Components of Buckeye’s Compensation Program for Executive Officers

Our executive compensation program consists of the following key components:

Type of Service	2011		2010
Audit Fees (1)	$	1,139,238	$	1,077,394
Audit Related Fees (2)		—	$	144,189
Tax Fees (3)	$	231,550	$	410,495
Total	$	1,370,788	$	1,632,078

	Cash Flow (1)	Adjusted Earnings Per Share	Return on Invested Capital	Total Stockholder Return	Safety	Quality	Total
John B. Crowe	50%	25%	30%	20%	12.5%	12.5%	150%
Steven G. Dean	30%	15%	20%	10%	7.5%	7.5%	90%
Kristopher J. Matula	40%	20%	25%	15%	10.0%	10.0%	120%
Paul N. Horne	40%	0%	20%	10%	10.0%	10.0%	90%
Charles S. Aiken	45%	0%	20%	10%	7.5%	7.5%	90%
Sheila Jordan Cunningham	30%	10%	20%	10%	10.0%	10.0%	90%
Douglas L. Dowdell	40%	0%	20%	10%	10.0%	10.0%	90%
Marko M. Rajamaa	40%	0%	20%	10%	10.0%	10.0%	90%

	Name

(A)	BlackRock, Inc. (2) 40 East 52^nd Street New York, New York 10022	3,380,273	8.4	%

	Dimensional Fund Advisors LP (3) Palisades West, Building One 6300 Bee Cave Road Austin, Texas 78746	3,218,671	8.0	%

	NewSouth Capital Management, Inc. (4) 1100 Ridgeway Loop Road, Suite 444 Memphis, Tennessee 38120	2,443,856	6.1	%

	The Vanguard Group, Inc. (5) 100 Vanguard Boulevard Malvern, Pennsylvania 19355	2,220,888	5.6	%

(B)	Charles S. Aiken (6)	106,900	*
	George W. Bryan (7)	76,026	*
	R. Howard Cannon (8)	414,186	1.0	%
	Red Cavaney (9)	73,606	*
	John B. Crowe (10)	584,682	1.5	%
	Steven G. Dean (11)	106,103	*
	David B. Ferraro (12)	192,378	*
	Katherine Buckman Gibson (13)	48,606	*
	Lewis E. Holland (14)	42,056	*
	Paul N. Horne (15)	123,211	*
	Kristopher J. Matula (16)	262,017	*
	Virginia B. Wetherell (17)	23,606	*

(C)	All Directors and Executive Officers as a group (15 persons) (18)	2,315,745	5.8	%

Executive Summary					Page 29
Compensation Consultant					Page 32
Components of Buckeye’s Compensation Program for Executive Officers					Page 33
Process for Determining Compensation for Executive Officers					Page 34
Base Salary Determination for Executive Officers					Page 38
What Buckeye’s Short-Term Incentive Compensation Programs are Designed to Reward and How they Work					Page 39
What Buckeye’s Long-Term Incentive Compensation Program is Designed to Reward and How it Works					Page 44
Health and Welfare Benefits					Page 45
Retirement Plans					Page 45
Other Benefits Executive Officers Receive					Page 46
Description of Agreements with Executive Officers					Page 46
Tax and Accounting Considerations					Page 46
Compensation-Related Risk Assessment					Page 47

Name
John B. Crowe	14.05	%	$100,692	143.5	%	$1,028,417	$1,129,109
Steven G. Dean	14.05	%	47,770	85.6	%	291,040	338,810
Kristopher J. Matula	14.05	%	66,176	113.8	%	535,998	602,174
Paul N. Horne	14.05	%	50,896	83.8	%	303,566	354,462
Charles S. Aiken	14.05	%	47,278	84.6	%	284,679	331,957

Board Member	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
George W. Bryan		X	X (Chair)
Red Cavaney	X	X (Chair)
R. Howard Cannon	X		X
Katherine Buckman Gibson	X		X
Lewis E. Holland	X (Chair)	X
Virginia B. Wetherell		X	X

• consolidated pretax earnings				• direct margin
• return on invested capital, equity or assets				• share price
• earnings measures/ratios				• operating profit
• net economic profit				• cash flow
• net income				• inventory turns
• operating income				• financial return ratios
• production volume				• total shareholder return
• sales volume				• market share
• sales growth				• balance sheet measurements
• sales or revenues from certain product categories				• improvement in or attainment of expense levels
• gross margin				• improvement in or attainment of working capital levels
• debt reduction				• strategic innovation
• customer or employee satisfaction				• safety and/or quality
• reduction of waste				• individual objectives

Pay Element	What the Pay Element Rewards	Purpose of the Pay Element
Base Salary	Skills, experience, competence, performance, responsibility, seniority, leadership and contribution to the Company	Provide fixed compensation for daily responsibilities

Short Term Incentive Compensation	Rewards annual achievement of specific business performance targets	Focus attention on meeting annual performance targets and our near-term success Provide additional cash compensation and incentives based on our annual performance

Long-Term Incentives	Restricted Stock Appreciation in value of shares Continued employment with us during the three-year vesting period Stock Options Increase in stock price	Focus attention on meeting longer-term performance targets and our long-term success Create alignment with stockholders by providing executives with an equity stake and focusing efforts on longer-term stock price appreciation and total stockholder return

Pay Element	What the Pay Element Rewards	Purpose of the Pay Element
	Continued employment with the Company during the three-year vesting period Performance Shares Achievement of multi-year financial performance success and/or shareholder value creation Continued employment with the Company during the three-year vesting period	Management retention in a competitive marketplace

Health and welfare benefits	Provides benefits upon death or disability; provides medical coverage	Designed to provide a level of safety and security that allows employees to focus their efforts on running the business effectively

Severance and change- in-control provisions/agreements	Provides payments and other benefits upon termination of employment	Designed to ensure that executive officers remain focused on our business during transitions

Retirement benefits	Rewards long-term continued employment with Buckeye	Provide customary retirement benefits

Aep Industries, Inc.	Cellu Tissue Holdings, Inc.	Clearwater Paper Corp.
Fuller (H.B.) Co.	P. H. Glatfelter Company	KapStone Paper & Packaging Corporation
Louisiana-Pacific Corp.	Neenah Paper Inc.	Omnova Solutions Inc.
Packaging Corporation of America	Rayonier Inc.	Schweitzer-Mauduit International, Inc.
Tredegar Corporation	Wausau Paper Corp.

	Effective Date of Most Recent Salary Increase	Base Salary	Lump Sum Awarded October 1, 2010
John B. Crowe	September 1, 2010	$725,000	$0
Steven G. Dean	April 1, 2010	$340,000	$0
Kristopher J. Matula	July 1, 2007	$455,000	$16,000
Paul N. Horne	May 1, 2007	$350,000	$12,250
Charles S. Aiken	September 1, 2007	$325,000	$11,500

“All Employee Bonus”
	Measure	Percentage of Annual Salary*
Company-wide Portion	Adjusted earnings before interest and taxes (EBIT)	Up to 6%

Site-Specific Portion	Safety Site Cash Flow Quality/Customer Satisfaction	Up to 3% Up to 3% Up to 3%

	Potential Total Bonus	Up to 15%

	Maximum Bonus Opportunity
	Adjusted EBIT(1)	Cash Flow(2)	Safety(3)	Quality (4)	Total
John B. Crowe	6.00%	3.00%	3.00%	3.00%	15.00%
Steven G. Dean	6.00%	3.00%	3.00%	3.00%	15.00%
Kristopher J. Matula	6.00%	3.00%	3.00%	3.00%	15.00%
Paul N. Horne	6.00%	3.00%	3.00%	3.00%	15.00%
Charles S. Aiken	6.00%	3.00%	3.00%	3.00%	15.00%

	All Employee Bonus Plan Goals
	(dollars in millions)
Bonus Performance Level	Buckeye Adjusted EBIT	Site Cash Flow	Site Safety	Site Quality
Threshold	$ 92.0	$38.0	3.1	0%
Target	$108.3	$48.0	2.3	50%
Superior	$124.6	$60.0	1.5	100%

	Adjusted EBIT	Cash Flow	Safety	Quality	Total
John B. Crowe	$43,000	$21,500	$17,774	$18,418	$100,692
Steven G. Dean	$20,400	$10,200	$8,432	$8,738	$47,770
Kristopher J. Matula	$28,260	$14,130	$11,681	$12,105	$66,176
Paul N. Horne	$21,735	$10,868	$8,983	$9,310	$50,896
Charles S. Aiken	$20,190	$10,095	$8,345	$8,648	$47,278

	Maximum Bonus Opportunity (as % of Salary)
	Buckeye Cash Flow (1)	Earnings Per Share (2)	Return on Invested Capital (3)	Total Stockholder Return (4)	Safety (5)	Quality (6)	Judgment (7)	Total
John B. Crowe	45.00%	25.00%	10.00%	20.00%	12.50%	12.50%	25.00%	150.00%
Steven G. Dean	25.00%	15.00%	10.00%	10.00%	7.50%	7.50%	15.00%	90.00%
Kristopher J. Matula	35.00%	20.00%	10.00%	15.00%	10.00%	10.00%	20.00%	120.00%
Paul N. Horne	35.00%	0.00%	10.00%	10.00%	10.00%	10.00%	15.00%	90.00%
Charles S. Aiken	40.00%	0.00%	10.00%	10.00%	7.50%	7.50%	15.00%	90.00%

	ARC Goals
	(dollars in millions, except per share data)
Bonus Performance Level	Buckeye Cash Flow	Earnings Per Share	Return on Invested Capital	Total Stockholder Return	Safety	Quality
Threshold	$38.0	$1.28	7.9%	25th %ile	3.1	0%
Target	$48.0	$1.53	9.3%	50th %ile	2.3	50%
Superior	$60.0	$1.78	10.7%	75th %ile	1.5	100%

Buckeye 3-Year Total Shareholder Return Percentile vs. Peers				% of Target Shares Earned
25^th Percentile				25%
50^th Percentile				50%
75^th Percentile or Greater				100%

Name	Target Performance Shares (# of Shares)	Stock Options (# of Shares)	Restricted Stock (# of Shares)
Mr. Crowe	40,179	50,549	32,483
Mr. Dean	8,095	10,185	6,545
Mr. Matula	16,250	20,444	13,138
Mr. Horne	8,333	10,484	6,737
Mr. Aiken	7,738	9,735	6,256

Name and Principal Position
John B. Crowe, Chairman and Chief Executive Officer	2011 2010 2009	$716,667 $641,250 $658,125	$23,399 $24,828 $28,555	$707,995 $32,647 $325,323	$337,501 — $190,377	$105,552 $58,455 $34,358	$1,028,417 $840,983 $171,855	$51,255 $20,375 $18,100	$2,970,786 $1,618,538 $1,426,693

Steven G. Dean, Senior Vice President and Chief Financial Officer	2011 2010 2009	$340,000 $295,250 $286,375	$14,735 $12,690 $12,409	$139,993 $4,593 $52,963	$68,002 — $32,716	$49,948 $26,197 $14,761	$291,040 $219,645 $49,213	$23,156 $17,925 $15,800	$926,874 $576,300 $464,237

Kristopher J. Matula, President and Chief Operating Officer	2011 2010 2009	$471,000 $439,758 $447,379	$7,705 $9,563 $12,030	$294,032 $20,679 $137,739	$136,498 — $76,998	$69,452 $39,403 $23,160	$535,998 $453,544 $115,843	$38,558 $24,050 $21,550	$1,553,243 $986,997 $834,699

Paul N. Horne, Senior Vice President, Product and Market Development	2011 2010 2009	$362,250 $341,250 $345,625	— — —	$153,687 $15,839 $75,421	$69,999 — $39,486	$53,416 $30,310 $17,815	$303,566 $217,735 $60,620	$36,774 $28,950 $27,300	$979,692 $634,084 $566,267

Charles S. Aiken, Senior Vice President, Energy and Sustainability	2011 2010 2009	$336,500 $316,875 $320,938	— — —	140,460 $13,020 $68,530	$64,998 — $36,665	$49,618 $28,145 $16,543	$284,679 $230,035 $82,745	$36,006 $28,950 $27,300	$912,261 $617,025 $552,721

															All Other			All Other
															Stock			Option
															Awards:			Awards:		Exercise		Grant
															Number			Number of		or Base		Date Fair
			Estimated Potential Payouts Under						Estimated Future Payouts Under						of Shares			Securities		Price of		Value of
			Non-Equity Incentive Plan Awards (1)						Equity Incentive Plan Awards (2)						of Stock			Underlying		Option		Stock and
	Grant		Threshold		Target		Maximum		Threshold		Target		Maximum		or Units			Options		Awards		Option
Name	Date		($)		($)		($)		(#)		(#)		(#)		(#)			(#)		($/Sh)		Awards
John B. Crowe,				—	$	591,250	$	1,182,500
Chairman and Chief Executive Officer (4)		7/20/2010														32,483						$	337,498
		7/20/2010																	50,549	$	10.39	$	337,501
		7/20/2010								10,045		40,179		40,179								$	332,682
		10/29/2010														2,095	(3)					$	37,815

Steven G. Dean,				—	$	178,500	$	357,000
Senior Vice President and		7/20/2010														6,545						$	68,003
Chief Financial Officer (5)		7/20/2010																	10,185	$	10.39	$	68,002
		7/20/2010								2,024		8,095		8,095								$	67,027
		10/29/2010														275	(3)					$	4,964

Kristopher J. Matula,				—	$	317,925	$	635,850
President and		7/20/2010														13,138						$	136,504
Chief Operating Officer (6)		7/20/2010																	20,444	$	10.39	$	136,498
		7/20/2010								4,063		16,250		16,250								$	134,550
		10/29/2010														1,273	(3)					$	22,978

Paul N. Horne,				—	$	190,181	$	380,362
Senior Vice President,		7/21/2010														6,737						$	69,997
Product and Market Development (7)		7/22/2010																	10,484	$	10.39	$	69,999
		7/23/2010								2,083		8,333		8,333								$	68,997
		7/24/2010														814	(3)					$	14,693

Charles S. Aiken,				—	$	176,663	$	353,325
Senior Vice President,		7/20/2010														6,256						$	65,000
Energy and Sustainability (8)		7/20/2010																	9,735	$	10.39	$	64,998
		7/20/2010								1,935		7,738		7,738								$	64,071
		10/29/2010														631	(3)					$	11,390

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
John B. Crowe, Chief Executive Officer		50,000 18,800 72,156 49,618		24,809 (3) 50,549(4)		$10.77 $7.60 $9.03 $4.04 $10.39		4/20/14 4/20/14 4/29/18 4/28/19 7/20/20		19,882(2) 60,000 57,292	$536,416 $1,618,800 $1,545,738		40,179	$	1,084,029
Steven G. Dean, Senior Vice President and Chief Financial Officer		8,000 8,000 8,000 9,778 8,527		4,263(3) 10,185(4)		$11.25 $10.77 $7.62 $9.03 $4.04 $10.39		4/23/12 4/20/14 10/12/15 4/29/18 4/28/19 7/20/20		1,059(2) 6,000 10,808	$28,572 $161,880 $291,600		8,095	$	218,403
Kristopher J. Matula, President and Chief Operating Officer		30,000 27,238 20,068		10,034(3) 20,444(4)		$10.77 $9.03 $4.04 $10.39		4/20/14 4/29/18 4/28/19 7/20/20		14,836(2) 25,000 23,172	$400,275 $674,500 $625,181		16,250	$	438,425
Paul N. Horne, Senior Vice President, Product and Market Development		4,656 5,145		5,146(3) 10,484(4)		$9.03 $4.04 $10.39		4/29/18 4/28/19 7/20/20		14,092(2) 12,000 11,883	$380,202 $323,760 $320,603		8,333	$	224,824
Charles S. Aiken, Senior Vice President, Energy and Sustainability		4,323 4,778		4,778(3) 9,735(4)		$9.03 $4.04 $10.39		4/29/18 4/28/19 7/20/20		11,037(2) 12,000 11,034	$297,778 $323,760 $297,697		7,738	$	208,771

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#) (1)		Value Realized on Vesting ($)
John B. Crowe, Chairman and Chief Executive Officer		66,000	$	838,631		38,825	$	1,049,838
Steven G. Dean, Senior Vice President and Chief Financial Officer		—		—		6,162	$	166,541
Kristopher J. Matula, President and Chief Operating Officer		29,700	$	474,714		15,325	$	414,332
Paul N. Horne, Senior Vice President, Product and Market Development		—		—		7,858	$	212,451
Charles S. Aiken, Senior Vice President, Energy and Sustainability		13,425	$	135,045		7,297	$	197,284

						Total (capped) ($) (8)
John B. Crowe, Chief Executive Officer
Before Change in Control
Termination by Buckeye without Cause	195,192(1)	—	—	—	—	—
Termination by Buckeye with Cause	—	—	—	—	—	—
Voluntary Termination by Executive	—	—	—	—	—	—
Retirement	—	—	—	2,155,216(2)	—	—
Death or Disability	—	—	—	6,192,710(3)	—	—
After a Change in Control
Change in Control Without Termination	—	—	—	6,192,710(4)	—	—
Termination by Buckeye without Cause	2,150,001(5)	3,401,907(6)	45,485(7)	6,192,710(4)	11,790,103	3,522,257
Termination by Buckeye with Cause	—	—	—	—	—	—
Termination for Good Reason by Executive	2,150,001(5)	3,401,907(6)	45,485(7)	6,192,710(4)	11,790,103	3,522,257
Termination without Good Reason by Executive	—	—	—	—	—	—

										Total (capped) ($) (8)
Kristopher J. Matula President and Chief Operating Officer
Before Change in Control
Termination by Buckeye without Cause	148,750	(1)	—		—		—		—	—
Termination by Buckeye with Cause	—		—		—		—		—	—
Voluntary Termination by Executive	—		—		—		—		—	—
Retirement	—		—		—		1,074,775	(2)	—	—
Death or Disability	—		—		—		2,707,727	(3)	—	—
After a Change in Control
Change in Control Without Termination	—		—		—		2,707,727	(4)	—	—
Termination by Buckeye without Cause	1,413,000	(5)	1,816,350	(6)	63,756	(7)	2,707,727	(4)	6,000,833	2,271,540
Termination by Buckeye with Cause	—		—		—		—		—	—
Termination for Good Reason by Executive	1,413,000	(5)	1,816,350	(6)	63,756	(7)	2,707,727	(4)	6,000,833	2,271,540
Termination without Good Reason by Executive	—		—		—		—		—	—

										Total (capped) ($) (8)
Paul N. Horne Senior Vice President , Product and Market Development
Before Change in Control
Termination by Buckeye without Cause	175,000	(1)	—		—		—		—	—
Termination by Buckeye with Cause	—		—		—		—		—	—
Voluntary Termination by Executive	—		—		—		—		—	—
Retirement	—		—		—		703,962	(2)	—	—
Death or Disability	—		—		—		1,541,369	(3)	—	—
After a Change in Control
Change in Control Without Termination	—		—		—		1,541,369	(4)	—	—
Termination by Buckeye without Cause	724,500	(5)	713,964	(6)	42,504	(7)	1,541,369	(4)	3,022,337	1,577,847
Termination by Buckeye with Cause	—		—		—		—		—	—
Termination for Good Reason by Executive	724,500	(5)	713,964	(6)	42,504	(7)	1,541,369	(4)	3,022,337	1,577,847
Termination without Good Reason by Executive	—		—		—		—		—	—

										Total ($) (8)
Charles S. Aiken Senior Vice President, Energy and Sustainability
Before Change in Control
Termination by Buckeye without Cause	162,500	(1)	—		—		—		—	—
Termination by Buckeye with Cause	—		—		—		—		—	—
Voluntary Termination by Executive	—		—		—		—		—	—
Retirement	—		—		—		621,538	(2)	—	—
Death or Disability	—		—		—		1,399,118	(3)	—	—
After a Change in Control
Change in Control Without Termination	—		—		—		1,399,118	(4)	—	—
Termination by Buckeye without Cause	673,000	(5)	668,594	(6)	30,323	(7)	1,399,118	(4)	2,771,035	1,561,933
Termination by Buckeye with Cause	—		—		—		—		—	—
Termination for Good Reason by Executive	673,000	(5)	668,594	(6)	30,323	(7)	1,399,118	(4)	2,771,035	1,561,933
Termination without Good Reason by Executive	—		—		—		—		—	—

Name	Fees Earned or Paid in Cash ($) (1)		Stock Awards ($) (2)			All Other Compensation ($) (3)		Total ($)
George W. Bryan (4)	$	54,486	$	50,000	—	$	1,263	$	105,749
R. Howard Cannon (5)	$	53,750	$	50,000	—	$	1,263	$	105,013
Red Cavaney (6)	$	60,301	$	50,000	—	$	1,263	$	110,564
David B. Ferraro	$	41,000	$	50,000	—	$	1,263	$	92,263
Katherine Buckman Gibson (7)	$	55,462	$	50,000	—	$	1,263	$	105,725
Lewis E. Holland (8)	$	63,788	$	50,000	—	$	1,263	$	114,051
Virginia B. Wetherell (9)	$	57,576	$	50,000	—	$	1,263	$	108,839

Types of Compensation				Amount
Board Retainer				$40,000 annually (payable in equal quarterly installments) and restricted stock having a value of $50,000 ($30,000 prior to November 4, 2010) as determined by the closing trading price of the Company’s common stock on the grant date (i) on the date a person becomes a director if he or she became a director on a date other than the date of the annual stockholders meeting and (ii) on the date of the annual stockholders meeting, and vesting ratably over a three year period
Board Meeting Fees				None
Committee Meeting Fees				$1,000 per meeting when not held in conjunction with regularly scheduled board meetings and, effective November 4, 2010, $1,000 for all meetings, regardless of when held
Service Fees:
Presiding Director				$10,000 annually effective 11/4/10 (payable in equal quarterly installments) $5,000 annually prior to 11/4/10

Audit Committee Chair				$10,000 annually effective 11/4/10 (payable in equal quarterly installments) $5,000 annually prior to 11/4/10

Audit Committee Member				$5,000 annually (payable in equal quarterly installments)

Compensation Committee Chair				$6,000 annually effective 11/4/10 (payable in equal quarterly installments) $2,500 annually prior to 11/4/10

Nominating & Corporate Governance Committee Chair				$4,000 annually effective 11/4/10 (payable in equal quarterly installments) $2,500 annually prior to 11/4/10

Other Committee Member				$2,500 annually (payable in equal quarterly installments)

Plan Category
Equity Compensation Plans Approved by stockholders (2)	1,406,354	(3)	$5.66	1,053,927	(4)
Equity Compensation Plans not approved by stockholders (5)	399,890	(6)	$2.83	431,352	(7)
Total	1,806,244		$5.04	1,485,279

	•		Any person who is, or at any time since the beginning of our most recently completed fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company;

	•		Any person who is known to be the beneficial owner of more than 5% of any class of our common stock;

	•		Any Immediate Family Member (as defined in the Policy) of any of the foregoing persons; and

	•		Any Affiliate (as defined in the Policy) of any of the foregoing persons or Immediate Family Members.

	•		Notification Procedures