UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2022

 

International Paper Company

(Exact name of registrant as specified in its charter)

 

 

New York		1-3157		13-0872805
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6400 Poplar Avenue, Memphis, Tennessee 38197

(Address of Principal Executive Offices, and Zip-Code)

Registrant’s telephone number, including area code: (901) 419-9000

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $1 per share par value		IP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

(a)    International Paper Company (the “Company”) held its annual meeting of shareowners on May 9, 2022.

(b)     Of the 374,887,938 shares outstanding on the record date and entitled to vote at the meeting, 322,765,826 shares were present at the meeting in person or by proxy, constituting a quorum of eighty-six (86%) percent. The shareowners of the Company’s common stock considered and voted upon three Company proposals and two shareowner proposals at the meeting.

Item 1 – Company Proposal to Elect 11 Directors

The holders of the common stock of the Company elected each of the following nominees as directors, to serve a term of one year ending the earlier of (i) the Company’s 2023 annual meeting of shareowners and the date a qualified successor has been elected, or (ii) death, resignation or retirement. The directors were elected by the following count:

 

Directors		For		Against		Abstain		Broker Non-Votes
Christopher M. Connor		259,143,306		22,772,611		420,532		40,429,377
Ahmet C. Dorduncu		269,617,768		12,302,089		416,592		40,429,377
Ilene S. Gordon		246,725,790		34,933,269		677,390		40,429,377
Anders Gustafsson		278,612,056		3,333,224		391,169		40,429,377
Jacqueline C. Hinman		277,463,407		4,495,631		377,411		40,429,377
Clinton A. Lewis, Jr.		271,922,105		10,014,880		399,464		40,429,377
DG Macpherson		272,471,602		9,448,008		416,839		40,429,377
Kathryn D. Sullivan		273,072,653		8,876,584		387,212		40,429,377
Mark S. Sutton		260,007,693		21,921,951		406,805		40,429,377
Anton V. Vincent		272,951,377		8,981,663		403,409		40,429,377
Ray G. Young		274,133,034		7,791,503		411,912		40,429,377

Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022

The holders of the Company’s common stock ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 by the following count:

 

For		Against		Abstain		Broker Non-Votes
314,063,368		8,244,127		458,331		(0)

 

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Item 3 – Company Proposal to Vote on a Non-Binding Resolution to Approve the Compensation of the Company’s Named Executive Officers

The holders of the Company’s common stock supported the non-binding resolution to approve the compensation of the Company’s named executive officers by the following count:

 

For		Against		Abstain		Broker Non-Votes
267,229,893		13,963,543		1,143,013		40,429,377

Item 4 – Shareowner Proposal Concerning an Independent Board Chair

The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning an independent Board chair by the following count:

 

For		Against		Abstain		Broker Non-Votes
105,323,356		176,140,198		872,895		40,429,377

Item 5 – Shareowner Proposal Concerning a Report on Environmental Expenditures

The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning a report on environmental expenditures by the following count:

 

For		Against		Abstain		Broker Non-Votes
4,719,887		275,268,737		2,347,825		40,429,377

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 9, 2022

 

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