INTERNATIONAL PAPER CO NEW
For the period ended May 12, 2025. Filed Apr 1, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2025 · Filed Apr 1, 2025
Contents
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement before voting.
Meeting Agenda and Voting Recommendations
| Items | Board Recommendation |
|---|---|
| ITEM 1 Election of 11 Directors | FOR |
| ITEM 2 Ratification of Deloitte & Touche LLP as the Company’s 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 theCompany’s LGBTQIA+ equity and inclusion efforts | AGAINST |
| Consider any other business properly brought before the meeting. | |
| 6 \ | International Paper 2025 Proxy Statement |
|---|
Proxy Summary / 2024 Performance Highlights
Performance
Highlights
We successfully laid the foundation to complete the acquisition of DS Smith Limited (formerly DS Smith Plc).
We began implementing an 80/20 performance system designed to deliver profitable market share growth.
We executed on strategic actions to align our workforce, optimize organizational structure and reduce operating costs to deliver sustainable packaging solutions to our customers.
| www.internationalpaper.com | / 7 |
Proxy Summary / Strategic Acquisition, New Leadership and Refreshed Board Propel Company Forward
A Transformational Year
Strategic Acquisition, New Leadership and Refreshed Board Propel Company Forward
2024 was a transformational year for International Paper (the “Company”), a global leader in sustainable packaging solutions, reflecting a commitment to becoming a global leader in the sustainable packaging industry. We increased our presence and scale in the attractive Europe, Middle East and Africa (“EMEA”) region and implemented leadership transitions and strategic organizational development and change.
Acquisition of DS Smith
On January 31, 2025, our Company, through its subsidiary International Paper UK Holdings Limited, completed the acquisition of DS Smith Plc (“DS Smith”). DS Smith, originally a public company in England and Wales, has now beenre-registered as a private company called DS Smith Limited. This acquisition was finalized through a court-approved arrangement with DS Smith’s shareowners under UK law.
For each DS Smith share, shareowners received 0.1285 of a new share of our International Paper common stock, resulting in the issuance of 178,126,631 new shares. International Paper and DS Smith shareowners approved the acquisition in special meetings in October 2024.
On February 4, 2025, DS Smith shares were removed from the London Stock Exchange (the “LSE”). At the same time, our new Company shares started trading on the New York Stock Exchange under the symbol “IP.” Additionally, our Company’s common stock, including the new shares, began trading on the LSE under the secondary listing symbol “IPC.”
Dynamic Executive Leadership and Vision
As we laid the foundation for completion of our DS Smith acquisition, the Company also underwent significant leadership changes under the direction of Andrew K. Silvernail, our new chief executive officer (“CEO”) and chairman of the Board. Since assuming the role of CEO on May 1, 2024, Mr. Silvernail has strategically created an Executive Leadership Team (the “ELT”), consisting of leaders who report directly to him, to support and accelerate a customer-centric strategy to drive the Company toward its future goals and enhance operational efficiency.
Changes within the ELT include:
| September 1, 2024 | January 31, 2025 | February 3, 2025 | February 25, 2025 |
|---|---|---|---|
| The Company promotedW. Thomas Hamic to the newly created role of executive vice president and president—North American Packaging Solutions. Mr. Hamic leads our North American Packaging business in this newly created role. | Upon closing of the DS Smith acquisition, we named Timothy S. Nicholls as interim leader of our EMEA business. Mr. Nicholls was promoted to executive vice president and president, DS Smith effective April 1, 2025. After serving as the Company’s chief financial officer for seven years, Mr. Nicholls now oversees our operations in the EMEA region, driving growth and strengthening our market presence. | We welcomed Joy N. Roman as our new senior vice president, chief people and strategy officer. Ms. Roman brings a wealth of experience in human resources and strategic planning, and is poised to foster a culture of innovation and talent development. | We appointed Lance T. Loeffler as the Company’s new chief financial officer effective April 1, 2025. Mr. Loeffler brings a strong background in financial management and corporate finance, ensuring robust financial health and strategic investments. |
These appointments reflect our commitment to building a dynamic and forward-thinking leadership team dedicated to achieving our strategic objectives and delivering long-term value to our shareowners. For more information on Mr. Nicholls’s promotion and Mr. Loeffler’s appointment, please see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 28, 2025.
| 8 \ | International Paper 2025 Proxy Statement |
|---|
Proxy Summary / Strategic Acquisition, New Leadership and Refreshed Board Propel Company Forward
Refreshed Board
Our Board of Directors (the “Board”) experienced major changes, adding three new members. These appointments are part of our ongoing commitment to strengthening our governance and enhancing the expertise within our Board. Our newest directors—Jamie A. Beggs, David A. Robbie and Scott A. Tozier—are audit committee financial experts with extensive experience as chief financial officers of large public companies. Mr. Robbie joined our Board in February 2025 from DS Smith and brings extensive knowledge and background of EMEA and has served on boards of companies listed on the London Stock Exchange. Ms. Beggs and Mr. Tozier joined the Board in May 2024 and were recommended to the Board by a third-party search firm.
These new directors reflect our dedication to maintaining a highly qualified board, capable of guiding International Paper toward sustained growth and success.
80/20 Performance System
Under the leadership of Mr. Silvernail, we adopted International Paper’s 80/20 performance system in 2024 based on the principle that 80% of results come from 20% of efforts. The Company is implementing comprehensive training programs focused on 80/20 principles. These sessions equip our leaders with tools to drive improvement by simplifying, segmenting, resourcing and targeting growth. Additionally, the 80/20 performance system has been socialized with our Board through regular briefings that update them on Company progress and ensure alignment with our broader strategic objectives. The Board supports the adoption of the 80/20 mindset and is committed to championing its implementation throughout the Company.
Our 80/20 performance system helps guide investments and align resources to win with our most strategic customers, while reducing complexity and cost across the Company. Through 80/20, we intend to deliver profitable market share growth by striving to achieve an advantaged cost position and providing the most reliable and innovative sustainable packaging solutions to our customers across North America and EMEA.
Business Optimization
In 2024, as part of our 80/20 performance system, we took several key actions. We launched a corporate overhead restructuring plan to better align our workforce with business and customer needs, streamline our organizational structure and cut operational costs. Additionally, we announced the closure of certain facilities to focus on strengthening our most competitive and strategic assets and made targeted investments to improve reliability and better serve our customers. In October 2024, we also revealed our plans to explore strategic options for our Global Cellulose Fibers business.
Values
While we are focused on driving change and executing on our business transformation, we continue to be guided by the same values and fundamental principles that have shaped our Company for more than 125 years.
| Safety Above all else, we care about people. We look out for each other to ensure everyone returns home safely each day. | Ethics We act honestly and operate with integrity and respect. We promote a culture of openness and accountability. | Excellence We set high expectations and aim to deliver outstanding results for each other, our customers and our shareholders. |
|---|
| www.internationalpaper.com | / 9 |
Proxy Summary / Our Commitment to Sustainability
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.