Form 8-K

International Paper Company

Date: May 12, 2022

/s/ Sharon R. Ryan

Sharon R. Ryan

Senior Vice President, General Counsel and

Corporate Secretary

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)

Commission file number 1-3157

New York

13-0872805

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)


6400 Poplar Avenue, Memphis, Tennessee		38197
(Address of Principal Executive Offices)		(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 (see General Instruction A.2. below):

☐	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(s)

Name of each exchange

on which registered

Common Stock, $1 per share par value

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 9, 2022, Sharon R. Ryan, Senior Vice President, General Counsel and Corporate Secretary of International Paper Company (the “Company”) notified the Company of her intent to retire effective June 30, 2022. Ms. Ryan joined the Company in 1988, and has served as the Company’s Senior Vice President, General Counsel and Corporate Secretary since 2011.

Item 7.01

Regulation FD Disclosure.

In conjunction with Ms. Ryan’s retirement, the Board of Directors of the Company elected Joseph R. Saab, as Senior Vice President, General Counsel and Corporate Secretary, effective July 1, 2022. Mr. Saab currently serves as Vice President, Deputy General Counsel, and Assistant Corporate Secretary. Mr. Saab joined the Company in 2001.

On May 12, 2022, the Company issued a press announcing the new position for Mr. Saab and the retirement of Ms. Ryan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

99.1		Press Release of International Paper Company dated May 12, 2022.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

EXHIBIT 99.1

LOGO

INTERNATIONAL PAPER PLAZA

6400 POPLAR AVENUE

MEMPHIS, TN 38197

News Release

International Paper Announces Senior Leadership Transition

Sharon Ryan to Retire and Joe Saab to become General Counsel

MEMPHIS, Tenn. – May 12, 2022 – International Paper (NYSE: IP) announced today that Sharon R. Ryan, Senior Vice President, General Counsel and Corporate Secretary, will retire effective June 30, 2022.

“Sharon has been an exceptional business partner and mentor throughout her 34 years of service,” said International Paper Chairman and Chief Executive Officer Mark S. Sutton. “I appreciate all her accomplishments and contributions and wish her health and happiness in the years ahead.”

Ryan joined the Company in 1988 and was elected Senior Vice President, General Counsel and Corporate Secretary in 2011. She previously served in a variety of legal roles, including as Chief Ethics and Compliance Officer. She has been honored for her many contributions in the community, most recently for establishing the IP Signature Pro Bono Initiative, which advocates for equal justice for people who lack access and resources.

Joseph R. Saab has been elected Senior Vice President, General Counsel and Corporate Secretary effective July 1, 2022. After working several years as an environmental lawyer, Saab joined the Company in 2001 as legal counsel for Environment, Health and Safety. Since then, he has served in a number of roles in the legal department, including chief counsel, Global Governance and Compliance, and general counsel, Papers the Americas. In 2014, he was named Associate General Counsel for Industrial Packaging and Latin America and his responsibilities were expanded to include EMEA and Russia in 2018. In 2019, he was appointed Vice President, Deputy General Counsel and Assistant Corporate Secretary and his recent responsibilities have included Enterprise Corporate Law and Operational Excellence, as well as overseeing support for and advising the Board of Directors.

“Throughout his time with IP, Joe has proven himself to be an effective and capable leader,” stated Sutton. “I have every confidence that he will provide the legal expertise and leadership we need as he takes on this new role and joins our senior lead team.”

About International Paper

International Paper (NYSE: IP) is a leading global supplier of renewable fiber-based products. We produce corrugated packaging products that protect and promote goods, and enable worldwide

commerce, and pulp for diapers, tissue and other personal care products that promote health and wellness. Headquartered in Memphis, Tenn., we employ approximately 38,000 colleagues globally. We serve customers worldwide, with manufacturing operations in North America, Latin America, North Africa and Europe. Net sales for 2021 were $19.4 billion. Additional information can be found by visiting InternationalPaper.com.

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Contacts:

Media: Amy Simpson, 901-419-4964

Investors: Mark Nellessen, 901-419-1731 and Michele Vargas, 901-419-7287