IP 8-K
International Paper Co /New/ (IP)
8-K
2026-07-17
For: 2026-07-14
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Added on
July 17, 2026
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): July 14, 2026
(Exact name of registrant as specified in its charter)
Commission file number 1-3157
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant's telephone number, including area code: (901 ) 419-9000
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):
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 | IPC | London 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers.
On July 14, 2026, the Board of Directors (the “Board”) of International Paper Company (the “Company”), upon the recommendation of the Company’s Governance Committee, appointed Katherine Collins and Lori J. Ryerkerk to serve as independent directors to the Board effective October 1, 2026. Ms. Collins and Ms. Ryerkerk's terms as independent directors will expire at the annual meeting of the Company’s shareowners in May 2027 where they will be nominated by the Board for re-election. With the appointment of Ms. Collins and Ms. Ryerkerk, the Board now consists of 13 members, 12 of whom are independent.
Under the Company’s Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Ms. Collins and Ms. Ryerkerk are eligible for an annual cash and equity retainer. The compensation of Ms. Collins and Ms. Ryerkerk will be prorated effective October 1, 2026, and consistent with that provided to all non-employee directors as disclosed in the Elements of our Director Compensation Program section of our proxy statement filed with the U.S. Securities and Exchange Commission on March 27, 2026.
The Board has determined that Ms. Collins and Ms. Ryerkerk are independent, meet the applicable independence requirements of the New York Stock Exchange and the Board’s more rigorous standards for determining director independence. The selection of Ms. Collins and Ms. Ryerkerk was not pursuant to an agreement or understanding between Ms. Collins or Ms. Ryerkerk and any other person. Furthermore, there are no related party transactions between the Company and Ms. Collins or Ms. Ryerkerk that would require disclosure under Item 404(a) of Regulation S-K.
Further, on July 14, 2026, members of the Board acknowledged the intentions of Dr. Kathryn D. Sullivan and Ahmet C. Dorduncu to retire from Board service effective December 31, 2026. Neither Dr. Sullivan nor Mr. Dorduncu’s retirements are due to any disagreement with the Company on any matter relating to its operations, policies, or practices. Their planned retirements are in accordance with the Company’s Corporate Governance Guidelines, which were amended in March 2026, to eliminate the mandatory retirement age of 75, effective December 31, 2026, and adopt a 12-year term limit for directors. The Board thanks Dr. Sullivan and Mr. Dorduncu for their service and contributions to the Company during their tenures.
Committee appointments will be made at a later date.
On July 17, 2026, the Company issued a press release announcing the appointment of Ms. Collins and Ms. Ryerkerk to the Company’s Board. A copy of the release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d). Exhibits.
Exhibit Number | Description | |||||||
| 99.1 | ||||||||
104 | The cover page from this Current Report on Form 8-K, formatted as inline XBRL. | |||||||
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 | ||||||||||||||
| Date: | July 17, 2026 | By: | /s/ Joseph R. Saab | |||||||||||
| Name: | Joseph R. Saab | |||||||||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||
News Release International Paper Announces Changes to Its Board of Directors Katherine Collins and Lori J. Ryerkerk to Join as Newest Board Members Directors Dr. Kathryn Sullivan and Ahmet C. Dorduncu to Retire from Board at Year-End MEMPHIS, Tenn. – July 17, 2026 – International Paper (NYSE: IP; LSE: IPC) is pleased to announce that Katherine Collins and Lori J. Ryerkerk have been appointed to the company’s Board of Directors, effective October 1, 2026. Katherine Collins is an investment leader with more than three decades of experience in asset management, sustainable investing, research leadership and nonprofit governance. She most recently served as the first Head of Sustainable Investing at Putnam Investments, where she built the firm’s sustainable investment platform into a top 10 U.S. sustainable asset manager with more than $10 billion in assets. Earlier in her career, she held senior investment roles at Fidelity, including leading equity research for more than $500 billion in U.S. equity mutual fund assets and managing multi-billion-dollar portfolios. She is also the founder and CEO of Honeybee Capital Foundation, author of The Nature of Investing, a CFA charterholder and an active nonprofit board leader. Collins holds a master’s degree in theological studies from Harvard Divinity School and a bachelor’s degree with honors in economics and Japanese studies from Wellesley College. Lori J. Ryerkerk is an executive and board leader with more than four decades of experience across the global energy, chemicals and specialty materials sectors. She most recently served as Chairman, President and CEO of Celanese Corporation, where she led the company through significant transformation, including the $11 billion acquisition of DuPont’s Mobility & Materials business and major sustainability initiatives. Earlier in her career, she held senior global manufacturing and operations leadership roles at Shell, Hess and ExxonMobil, with responsibility for refining, chemical manufacturing, safety, operational performance and downstream strategy. She currently serves on the boards of Norfolk Southern, Cencora and Eaton and holds a Bachelor of Science in Chemical Engineering from Iowa State University. IP CEO and Chairman of the Board Andy Silvernail said, “Lori and Katherine each bring exceptional leadership experience and a proven ability to help guide organizations through complexity and change. Lori brings deep operational expertise and public company leadership experience, while Katherine brings a distinguished investment background and thoughtful governance perspective. The strategic insight and pg 1 of 2 EXHIBIT 99.1
experience they each offer will strengthen our Board and support the company’s continued transformation.” In addition, two directors plan to retire from serving on IP’s board of directors at the end of 2026: Dr. Kathryn Sullivan, who has served on the IP board since 2017, and Ahmet Dorduncu, who has served on the IP board since 2011. Silvernail shared, “I would also like to thank Kathy and Ahmet for their service and the many contributions they have made to International Paper throughout their time on our Board and wish them all the best in their future endeavors.” About International Paper (NYSE: IP; LSE: IPC) International Paper creates sustainable packaging solutions that enable our customers, teammates and shareowners to thrive in an ever-changing world. We are a leader in corrugated packaging, partnering with customers across industries to protect what matters most, strengthen supply chains and create lasting value. Learn more at internationalpaper.com. ### Contacts: Media: [email protected] Investors: Mandi Gilliland; 901-419-4595; Michele Vargas, 901-419-7287 pg 2 of 2