INTERNATIONAL PAPER CO NEW
For the period ended May 12, 2025. Filed Apr 1, 2025.
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May 12, 2025 · Filed Apr 1, 2025
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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):
| ☒ | No fee required. |
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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. |
Notice of Annual
Meeting of Shareowners
Date and Time Monday, May 12, 2025, at 11:00 a.m. CDT Location Online via the webcast at www.virtualshareholdermeeting.com/IP2025
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. At the meeting You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visit www.virtualshareholdermeeting.com/IP2025.
| Items of Business | Board Recommendation |
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| ITEM 1 | Election of 11 Directors | FOR |
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| ITEM 2 | Ratification of Deloitte & Touche LLP as our independent auditor for 2025 | FOR |
| ITEM 3 | Non-binding resolution to approve the compensation of our Named Executive Officers | FOR |
| ITEM 4 | Shareowner proposal concerning a report on the Company’s LGBTQIA+ 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 14, 2025, 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 1, 2025
Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on May 12, 2025.
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 12, 2025; |
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| • | International Paper’s 2025 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 1, 2025. Information contained in this Proxy Statement does not take into account changes effective after the mail date unless otherwise noted.
| www.internationalpaper.com | / 1 |
April 1, 2025
Dear Shareowner:
| We invite you to join us for our 2025 Annual Meeting of Shareowners. This year’s meeting will be held virtually via live webcast on May 12, 2025, at 11:00 a.m., Central Time at www.virtualshareholdermeeting.com/IP2025. Please review the enclosed materials and vote your shares. Your vote is important, and I urge you to promptly cast your vote in accordance with the Board’s recommendations. This Proxy Statement includes a summary that highlights important milestones from 2024 and provides an overview of key highlights. | 2024 was a transformative year for International Paper, and my first as the Company’s CEO and Chairman of the Board of Directors. I want to thank Mark Sutton for his service to the Company of nearly 40 years and for his support through my transition. I also want to acknowledge the strong engagement with our shareowners throughout the last 12 months. Your feedback, perspective and support have been invaluable. In terms of our 2024 achievements, there were many. Together, we embarked on a journey to reshape our Company by embracing safety above all else, and a customer-centric strategy aimed at driving profitable growth and enhancing our position as the leader in sustainable packaging solutions. By adopting a disciplined 80/20 performance system, we focused on what matters most: safety, reducing complexity, lowering costs, and aligning resources to delight our customers. Grounded in our values of safety, ethics, and excellence, we restructured our corporate organization, optimized operations, and executed our box go-to-market strategy. We made targeted investments to enhance reliability and better serve our customers. Through our successful and transformative business combination with DS Smith, we expanded our capabilities and increased our presence with customers in North America and EMEA. At the same time we made these changes, we maintained a solid balance sheet and remained committed to our dividend policy, returning $643 million to our shareholders. In addition to my transition, several other key leadership changes occurred in 2024.We named three new non-employee directors to our Board. We also elevated Company leaders to new roles and recruited new leaders to join IP. These leadership changes will strengthen our strategy execution and support our deliberate and thorough succession planning. Looking ahead, we will continue our transformational journey in 2025, both in North America and Europe. Earlier this year, we welcomed DS Smith to the International Paper family. We expect that the IP/DS Smith combination will create significant opportunities for driving innovation, enhancing service, and achieving efficiencies for an advantaged cost position. Our 80/20 performance system will continue to drive our improvement. We have an ambitious pipeline of capital projects aimed at optimizing our box system, improving mill reliability, and driving market share growth. These initiatives will be complemented by accelerating synergies from the DS Smith acquisition. Additionally, we continue to explore strategic options for our Global Cellulose Fibers business. |
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| 2 \ | International Paper 2025 Proxy Statement |
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| I am proud of our team’s progress. I believe that we have the right strategy to navigate the inevitable fluctuations in the economic landscape. With our talented people, robust assets, and strong market position, we are poised to succeed in a market that thrives on innovation and service. Through our sustainable packaging solutions, we help make the world safer and more productive. The underlying stability of our industry and the global demand for sustainable packaging will continue to drive ongoing growth. International Paper has an exceptional team dedicated to winning. As we execute with excellence, I am confident that our actions in 2025 will drive significant value for our employees, customers, and shareowners. On behalf of the Board of Directors, thank you for your continued investment in International Paper. Sincerely, Andy Silvernail Chairman of the Board and Chief Executive Officer | Together with ourcustomers, we make theworld safer and moreproductive one sustainablepackaging solution a time. • Safety • Ethics • Excellence Through great teamsworking safely with an80/20 mindset, we deliverprofitable market sharegrowth as the low-costproducer by providingNorth American and EMEAcustomers the most reliableand innovative sustainablepackaging solutions. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.