INTERNATIONAL PAPER CO NEW
For the period ended May 13, 2024. Filed Apr 2, 2024.
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May 13, 2024 · Filed Apr 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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International Paper Company
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Shareowner,
We invite you to join us for our 2024 Annual Meeting of Shareowners on May 13, 2024. This year’s meeting will be held in person in Memphis, Tennessee. Whether or not you plan to attend, please review the enclosed materials and vote your shares. This Proxy Statement includes a summary that highlights policy updates and provides an overview of key performance metrics. Also enclosed is a copy of the International Paper 2023 Annual Report, which highlights our key accomplishments. Looking back on 2023, the macro-economic environment generated considerable challenges, including lower demand for our products and significant cost inflation. We worked closely with our customers to use the scale, scope and geographic reach of our extensive manufacturing system to innovate, create value and serve their needs. Our teams navigated these conditions, aggressively pursuing cost reduction actions. Through our Building a Better IP initiatives, we delivered $260 million of earnings benefits in 2023, exceeding our targets and demonstrating the commercial and operational excellence mindset embedded in our culture. In September, we completed the sale of our ownership interest in the Ilim joint venture in Russia. We also invested in our packaging system and achieved mix and margin improvements through our strong segment-based value propositions. Our business leaders took strategic actions to structurally reduce fixed costs and optimize our mills. The impact of our commercial and operational improvement actions was diluted in 2023 due to the challenging economic cycle, but we believe these actions will contribute to our long-term strategic focus and future results.
In addition, in 2023, we preserved our solid balance sheet. We remained committed to our dividend policy and returned approximately $840 million to our shareowners. In terms of cash returned to shareholders through dividends and stock repurchases, this brings our five-year total to $6.4 billion. As we previously announced, after serving as International Paper Company’s chief executive officer for the last decade and a 40-year career with the Company, I have decided to retire following completion of our chief executive officer succession plan. The Board conducted an extensive search, which considered both internal and external candidates for the CEO role. In March, the Board appointed Andrew (“Andy”) K. Silvernail as the Company’s new Chief Executive Officer effective May 1, 2024. Andy
| joins International Paper with more than two decades of experience leading global manufacturing and technology-based companies. He has been a catalyst for creating value and strengthening engagement and is skilled at helping talented organizations achieve next-level performance. Our Board plans to elect Andy to our Board of Directors at the Board meeting following the Annual Meeting of Shareholders. I will continue my role as Chairman of the Board for a transition period. The Board and I have tremendous confidence that Andy’s unique experiences, paired with the industry expertise of our senior executives, will amplify the Company’s success going forward. Andy has a passion for leadership and for making a difference. He is the right leader for the Company’s next chapter and will be a great addition to our strong leadership team. International Paper makes products that matter. We are a global producer of sustainable packaging, pulp and other fiber-based products, and one of the world’s largest recyclers. Our talented team members are dedicated to taking care of our customers, operating safely, giving back to the communities in which we operate, and advancing our Vision 2030 goals. Given our strategic customer relationships, world-class assets, and market expertise, we are positioned to maximize long-term value for all our stakeholders, and we intend to deliver. On behalf of International Paper’s Board of Directors and our 39,000 employees, thank you for your continued support and ownership. Sincerely, Mark S. Sutton Chairman of the Board and Chief Executive Officer | A diverse and agile leadership team with a winning mindset is critical to guiding the company’s improvement efforts and driving our success. Effective May 1st , Andy Silvernail will become the Company’s new CEO. The following senior leaders took on new responsibilities in 2023 aligned with our commitment to leadership development: Clay Ellis, Senior Vice President, Global Cellulose Fibers Aimee Gregg, Senior Vice President, Supply Chain and Information Technology Tom Hamic, Senior Vice President, North American Container and Chief Commercial Officer Allison Magness, Senior Vice President, Manufacturing and Environment, Health and Safety Tom Plath, Senior Vice President, Human Resources and Corporate Affairs Jay Royalty, Senior Vice President, Containerboard and Recycling Ksenia Sosnina, Senior Vice President, Europe, the Middle East and Africa |
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Notice of Annual
Meeting of Shareowners
Date and Time Monday, May 13, 2024, at 11:00 a.m. CDT Place International Paper CompanyHeadquarters Tower IV1740 International Drive Memphis, Tennessee 38197
Your vote is important!
Vote on the Internet
Go to the website address shown in the Notice of Internet Availability or proxy card provided to you. You will need the 16-digit control number printed on the Notice of Internet Availability or proxy card.
Vote by telephone
Dial the toll-free number shown in the Notice of Internet Availability or proxy card provided to you. You will need the 16-digit control number printed on the Notice of Internet Availability or proxy card.
Vote by mail
Mark, sign and date your proxy card and return it in the postage-paid envelope that was included with the proxy card.
| Items of Business | Board Recommendation |
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| ITEM 1 | Election of 9 Directors | FOR |
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| ITEM 2 | Ratify Deloitte & Touche LLP as our independent auditor for 2024 | FOR |
| ITEM 3 | Non-binding resolution to approve the compensation of our Named Executive Officers | FOR |
| ITEM 4 | Approval of 2024 Long-Term Incentive Compensation Plan | FOR |
| ITEM 5 | Shareowner Proposal Concerning Shareowner Opportunity to Vote on Excessive Golden Parachutes | AGAINST |
| ITEM 6 | Shareowner Proposal Concerning a Report on the Company’s LGBTQ+ Equity and Inclusion Efforts | AGAINST |
| Consider any other business properly brought before the meeting | ||
Record Date
Holders of record of International Paper common stock at the close of business on March 15, 2024, are entitled to vote at the meeting.
By order of the Board of Directors,
Joseph R. Saab
Senior Vice President, General Counsel and Corporate Secretary
April 2, 2024
Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on May 13, 2024:
The following materials are available for viewing and printing atmaterials.proxyvote.com/460146:
| • | The Notice of Annual Meeting of Shareowners to be held on May 13, 2024; |
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| • | International Paper’s 2024 Proxy Statement; and |
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A Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or the proxy statement, proxy card and annual report are first being sent to shareowners on or about April 2, 2024. Information contained in this Proxy Statement does not take into account changes effective after the mail date unless otherwise noted.
| www.internationalpaper.com | / 1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.