IP 8-K
International Paper Co /New/ (IP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Common Stock, $1 per share par value | IPC | London Stock Exchange |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Amendment to International Paper Company Pension Restoration Plan for Salaried Employees
On May 12, 2025, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Paper Company (the “Company”) approved and adopted Amendment No. 9 to the International Paper Company Pension Restoration Plan for Salaried Employees, as amended and restated effective as of January 1, 2009 (the “Pension Restoration Plan”). The Pension Restoration Plan provides for the payment of supplemental pension benefits from the Company’s general assets to eligible employees if their full accrued pension benefit cannot be paid from the trust established under the tax-qualified retirement plan(s) sponsored by the Company. Benefits accrued under the Pension Restoration Plan were frozen effective December 31, 2018.
As amended by Amendment No. 9, the Pension Restoration Plan allows participants who work in the Company’s global cellulose fibers business immediately prior to the Company’s planned divestiture of such business to continue to earn service time and qualify for early retirement so long as they remain employed by the acquiring company. This amendment benefits Clayton R. Ellis, senior vice president – global cellulose fibers and a named executive officer in the Company’s 2025 definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 1, 2025 (the “2025 Proxy Statement”).
The foregoing description of Amendment No. 9 to the Pension Restoration Plan is only a summary and qualified in its entirety by reference to the full text of Amendment No. 9 included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. For additional information on our Pension Restoration Plan please see the Compensation, Discussion and Analysis section of our 2025 Proxy Statement.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 12, 2025, the Company held its 2025 annual meeting of shareowners (the “Company Annual Meeting”). At the Company Annual Meeting, holders of the Company’s shares of common stock, par value $1.00 per share (the “Common Stock”), approved the proposals described in the 2025 Proxy Statement.
Of the 527,875,740 shares of Common Stock outstanding on the record date (March 14, 2025) and entitled to vote at the Company Annual Meeting, holders of 462,222,089 shares of Common Stock were present at the Company Annual Meeting in person or by proxy, constituting a quorum.
The voting results at the Company Annual Meeting were as follows:
Item 1: Election of 11 Directors
Shareowners approved the proposal to elect each of the following 11 nominees as directors, to serve a term of one year ending the earlier of (i) the Company’s 2026 annual meeting of shareowners and the date a qualified successor has been elected or (ii) death, resignation or retirement.
| Director Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Jamie A. Beggs |
428,094,703 | 1,744,176 | 439,492 | 31,943,718 | ||||||||||||
| Christopher M. Connor |
420,163,130 | 9,709,861 | 405,380 | 31,943,718 | ||||||||||||
| Ahmet C. Dorduncu |
420,373,118 | 9,492,712 | 412,541 | 31,943,718 | ||||||||||||
| Anders Gustafsson |
425,234,860 | 4,612,115 | 431,396 | 31,943,718 | ||||||||||||
| Jacqueline C. Hinman |
398,587,650 | 31,079,131 | 611,590 | 31,943,718 | ||||||||||||
| Clinton A. Lewis, Jr. |
384,886,912 | 44,862,160 | 529,299 | 31,943,718 | ||||||||||||
| David A. Robbie |
428,083,311 | 1,748,451 | 446,609 | 31,943,718 | ||||||||||||
| Andrew K. Silvernail |
408,760,880 | 21,113,055 | 404,436 | 31,943,718 | ||||||||||||
| Kathryn D. Sullivan |
413,839,928 | 15,415,777 | 1,022,666 | 31,943,718 | ||||||||||||
| Scott A. Tozier |
428,063,555 | 1,776,760 | 438,056 | 31,943,718 | ||||||||||||
| Anton V. Vincent |
420,615,322 | 9,039,150 | 623,899 | 31,943,718 | ||||||||||||
Item 2: Ratification of Deloitte & Touche LLP as our Independent Auditor for 2025
Shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2025.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 450,810,149 | 10,996,949 | 414,991 | 0 |
Item 3: Non-binding Resolution to Approve the Compensation of our Named Executive Officers
Shareowners approved the non-binding resolution to approve the compensation of our Named Executive Officers.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 417,316,776 | 12,007,656 | 953,939 | 31,943,718 |
Item 4: Shareowner Proposal Concerning a Report on the Company’s LGBTQIA+ Equity and Inclusion Efforts
Shareowners did not approve the non-binding shareowner proposal concerning a report on the Company’s LGBTQIA+ Equity and Inclusion Efforts.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 27,910,701 | 398,849,110 | 3,518,560 | 31,943,718 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 9 to the International Paper Company Pension Restoration Plan for Salaried Employees. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNATIONAL PAPER COMPANY | ||||||
| Dated: May 14, 2025 | ||||||
| By: | /s/ Joseph R. Saab | |||||
| Name: | Joseph R. Saab | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||
Exhibit 10.1
AMENDMENT NUMBER NINE
TO THE
INTERNATIONAL PAPER COMPANY
PENSION RESTORATION PLAN
FOR SALARIED EMPLOYEES
(as amended and restated effective as of January 1, 2009)
WHEREAS, International Paper Company (the “Company”) maintains the International Paper Company Pension Restoration Plan for Salaried Employees, as amended and restated effective as of January 1, 2009 (the “Plan”);
WHEREAS, pursuant to Section 5.02 of the Plan the Company reserves the right to amend, modify, or terminate the Plan at any time;
WHEREAS, the Company on October 31, 2024, announced plans to explore strategic options for its global cellulose fibers business (“GCF Business”);
WHEREAS, upon divestiture of the GCF Business, participants in the Plan who have not yet attained early retirement eligibility would, absent an amendment to the Plan, lose the ability to attain such eligibility; and
WHEREAS, the Company desires that such participants be allowed the opportunity to attain early retirement eligibility while employed with the purchaser of the GCF Business, as described in this Amendment;
WHEREAS, the Management Development and Compensation Committee (“Committee”), acting on behalf of the Company, has reviewed and approved this Amendment;
NOW, THEREFORE, the Plan is amended, effective as of May 12, 2025 (the “Effective Date”) as follows:
| 1. | Article I of the Plan is amended by adding the following defined term: |
“Transferred GCF Employee” shall mean: (i) an Eligible Participant who is primarily working in the Company’s global cellulose fibers business (“GCF Business”) immediately prior to the Company’s divestiture of the GCF Business (“the GCF Divestiture”), and (ii) an eligible Participant who otherwise would be included in clause (i) above but for the fact that he or she is absent from active employment on such date on account of vacation, ordinary sick leave, short-term disability, leave under the federal Family and Medical Leave Act or similar law, or any other reason similar in nature and duration; provided, however that no individual shall be a “Transferred GCF Employee” if his or her employment is not transferred from the Company, or one of its United States subsidiaries or affiliated business entities, to the purchaser of the GCF Business in connection with the GCF Divestiture; and provided further that, at the written direction of
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the Company, one or more individuals who are active employees of the Company, or one of its United States subsidiaries or affiliated business entities, but not primarily working in the GCF Business immediately prior to the GCF Divestiture may also be treated as a Transferred GCF Employee.
| 2. | A new sentence is added to Article II of the Plan and shall read as follows: |
“For the avoidance of doubt, Eligible Participants who are Transferred GCF Employees shall continue to accrue Vesting Service under the Plan while employed with the purchaser of the GCF Business and shall be credited with any additional years of age while so employed for purposes of this Article II.”
| 3. | A new sentence is added to Section 3.01 of the Plan and shall read as follows: |
“For the avoidance of doubt, in determining the amount of the benefit payable under this Plan with respect to any Transferred GCF Employee, the early retirement or early commencement reduction factors in the Pension Plan, as referenced in clause (i) above, shall be applied based on such individual’s age on his Designated Retirement Date, which shall be determined by reference to his or her termination of employment with the purchaser of the GCF Business (i.e., age and years of Vesting Service at such time).”
| 4. | A new sentence is added to Section 4.03 of the Plan and shall read as follows: |
“A Transferred GCF Employee shall not have a termination of employment with the Company under this Section 4.03 prior to the cessation of his or her employment with the purchaser of the GCF Business, and his or her Designated Retirement Date under this Section 4.03 shall be determined accordingly. In addition, Eligible Participants who are Transferred GCF Employees shall continue to accrue Vesting Service under the Plan while employed with the purchaser of the GCF Business and shall be credited with any additional years of age while so employed for purposes of the age-related criteria in Section 4.03A and B of the Plan, as well as any age-related criteria in Section 3.01(i) of the Plan.”
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| 5. | In all respects not amended, the Plan is hereby ratified and confirmed. |
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IN WITNESS WHEREOF, this amendment is executed this 12th day of May 2025.
| INTERNATIONAL PAPER COMPANY | ||
| By: | /s/ J. Nicole Cody | |
| Name: J. Nicole Cody | ||
| Title: Vice President, Total Rewards and Plan Administrator of the International Paper Company Pension Restoration Plan for Salaried Employees | ||
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