UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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International Paper Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 2014

Investor “Say on Pay” Discussion

Shareowners are asked annually to vote on a non-binding

resolution to approve the compensation of our named

executive officers (“Say-on-Pay”

proposal), as disclosed in

our proxy statement. 

To assist you in casting your 2014 Say-on-Pay vote, please

review the following summary slides together with the more

detailed information, including the Compensation

Discussion and Analysis (“CD&A”), the related

compensation tables and narrative disclosure, in our proxy

statement dated April 10, 2014.

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2014 Proxy Statement – Annual “Say-on-Pay” Vote

2013 Strong Financial Results

Shareowner-Focused Plan Design Changes

Continued Emphasis on Pay for Performance

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Table of Contents

Delivered record operating earnings and cash from

operations

Strong free cash flow on increased EBITDA

Industry-leading EBITDA margins across NA businesses

Further strengthened a healthy Balance Sheet

Increased dividend by 17% in 4Q and implemented $1.5B

share buyback program

Solid operational performance across key businesses

Exceeded Cost of Capital with ROIC of 9+%

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2013 Strong Financial Results

Program Element

Design Change / Rationale

Peer Group Composition

•

Added and removed companies from Compensation Comparator Group and both Performance

Peer Groups to more closely align with IP and our compensation approach (2012; 2014)

Performance Metrics and Design of

Management Incentive Plan (“MIP”) and

Performance Share Plan (“PSP”)

•

Replaced Free Cash Flow with Cash Flow from Operations in MIP to

eliminate concern that capital

expenses might be delayed to achieve MIP payout to long-term detriment of business (2012)

•

PSP performance achievement now measured over a single, three-year performance period,

rather than using a segmented approach to enhance long-term nature and reduce complexity of

program (2012)

•

Eliminated ROI Stretch Goal from both MIP and PSP (2012)

•

Return on investment metric now defined as “Return on Invested Capital,”

rather than return on

capital employed, for both MIP and PSP to more closely align with investment community (2013)

Change in Control Agreements

•

Reduced severance multiple, additional years of pension credit, and benefit continuation period

from 3X to 2X for future agreements with SVPs to conform to compensation best practices (2012)

•

Amended

acceleration of vesting of equity awards (2013)

Unfunded Supplemental Retirement Plan for

Senior Managers (“SERP”)

•

SERP closed to new participants because of declining prevalence of SERP in market (2012)

Officer Stock Ownership Requirement

•

Replaced four-year grace period with a 50% stock retention requirement until ownership

requirement is met (2013)

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Shareowner-Focused Plan Design Changes

(2012-2014)

all agreements to move from a “single-trigger” to a “double-trigger” approach for

2013 Compensation         

Comparator Group

3M Company

Alcoa Inc.

Bunge Limited

Caterpillar Inc.

Dow Chemical Company

E.I. DuPont de Nemours

Eaton Corp.

Emerson Electric Company

FedEx Corp.

Goodyear Tire & Rubber Company

Hess Corp.

Honeywell International Inc.

Johnson Controls, Inc.

Kimberly-Clark Corp.

Lockheed Martin Corp.

PPG Industries

Schlumberger Limited

United States Steel Corp.

Whirlpool Corp.

Xerox Corp.

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IP compares well:

CEO pay at 85

percentile of CCG while TSR is at 80

percentile

IP

50th

25th

75th

25th

50th

75th

Realizable Pay Rank

(percentile of peer group)

Pay for Performance Alignment

CEO

Realizable

Pay

vs.

TSR

Performance

(2010

-

2012)

Below median shareholder return

Above median realizable pay

Above median shareholder return

Below median realizable pay

Continued Emphasis on Pay for Performance

th

th

Three-Year

Performance Period

Our CEO’s

Realizable Pay Rank

Our Company’s

TSR Rank

2010 -

2012

85th

80th

2009  -2011

60th

100th

2008  -2010

30th

40th

2007 -

2009

40th

40th

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This table demonstrates the close correlation between

our CEO’s pay and Company’s performance over the

past four three-year performance periods.

Continued Emphasis on Pay for Performance

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This chart illustrates our commitment to pay at risk.

For 2013, 88% of our CEO’s target compensation was

based on performance –

and therefore at risk.

CEO

Other NEOs

2013 Total Target Compensation Mix

12%

71%

88%  Pay at Risk

23%

59%

77%  Pay at Risk

Actual Base Salary

STI Target

LTI Target

Continued Emphasis on Pay for Performance

Questions?

Please contact our Investor Relations Team

Jay Royalty

Vice President, Investor Relations

901-419-1731

Michele Vargas

Manager, Investor Relations

901-419-7287

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