8-K

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 28, 2014

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)	(IRS 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

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:

¨ 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))

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 28, 2014, the Board of Directors of International Paper Company (“IP”) appointed Mark S. Sutton as President and Chief Operating Officer and elected him as a director, effective June 1, 2014. Mr. Sutton’s term as a director will expire at the annual meeting of the Company’s stockholders in May 2015, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Sutton, the size of the Board is now 12 members.

Mr. Sutton, age 52, previously served as Senior Vice President – Industrial Packaging of IP, a position he had held since November 2011. He served as Senior Vice President – Printing & Communications Papers the Americas of IP from 2010 to 2011, as Senior Vice President – Global Supply Chain of IP from 2008 through 2009, and as Vice President – Global Supply Chain of IP from 2007 to 2008. He served as Vice President – Strategic Planning of IP from 2005 to 2007. He joined IP in 1984.

As an IP employee, Mr. Sutton is not an independent director. There have been no transactions since the beginning of IP’s last fiscal year, and there are no currently proposed transactions, in which IP was or is to be a participant and in which Mr. Sutton (or any member of his immediate family) had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The new appointment and election of Mr. Sutton were not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of IP acting in his or her official capacity. In his new position, Mr. Sutton will continue to be compensated in accordance with previously disclosed compensation programs for IP’s non-CEO executive officers and will not receive any additional compensation for his Board service.

SECTION 7. REGULATION FD.

Item 7.01. Regulation FD Disclosure.

A copy of IP’s press release announcing the new appointment and election of Mr. Sutton is attached hereto as Exhibit 99.1 and incorporated herein by reference.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished as part of this Report.

Exhibit Number	Description
99.1	Press Release of International Paper Company dated June 2, 2014.

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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.

	International Paper Company
Date: June 2, 2014	By:	/s/ SHARON R. RYAN
		Name:	Sharon R. Ryan
		Title:	Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of International Paper Company dated June 2, 2014.

E-1

EX-99.1

Exhibit 99.1

INTERNATIONAL PAPER PLAZA

6400 POPLAR AVENUE

MEMPHIS, TN 38197

News Release

International Paper Appoints Mark S. Sutton

President and Chief Operating Officer

Memphis, Tenn., June 2, 2014/PRNewswire-FirstCall/ – International Paper (NYSE: IP) Chairman and Chief Executive Officer John Faraci today announced that Mark S. Sutton has been promoted to president and chief operating officer and elected a member of the company’s board of directors effective immediately. In this new role Sutton will immediately assume responsibility for the operations of the company and will continue to report to Faraci. Most recently, Sutton served as International Paper senior vice president, industrial packaging.

“Mark has been a key member of our leadership team and has played an instrumental role in the transformation of International Paper over the last decade,” Faraci said. “He has done an excellent job integrating the acquisition of Temple Inland, and with 30 years of proven success at International Paper in a variety of assignments, I’m confident Mark will continue to make International Paper a stronger, better company.”

Sutton has been with International Paper his entire 30-year career. He joined the company in 1984 as an engineer at the Pineville, La., mill. In 1994, he was named mill manager at the Thilmany, Wisc., mill which at the time was part of International Paper’s industrial papers business. In 2000, Sutton relocated to Europe to serve as director of European corrugated packaging operations and was promoted to vice president and general manager responsible for all corrugated packaging operations across the EMEA region (Europe, the Middle East and Africa) in 2002. In 2005, he was named vice president of corporate strategic planning and relocated to Memphis. He was named senior vice president, global supply chain, in 2007 and in 2009 became senior vice president, printing and communications papers – the Americas. In 2011, Sutton was appointed senior vice president, industrial packaging.

Sutton holds a Bachelor of Science degree in electrical engineering from Louisiana State University.

About International Paper

International Paper (NYSE: IP) is a global leader in packaging and paper with manufacturing operations in North America, Europe, Latin America, Russia, Asia and North Africa. Its businesses include industrial and consumer packaging and uncoated papers, complemented by xpedx, the company’s North American distribution company. Headquartered in Memphis, Tenn., the company employs approximately 70,000 people and is strategically located in more than 24 countries serving customers worldwide. International Paper net sales for 2013 were $29 billion. For more information about International Paper, its products and stewardship efforts, visit internationalpaper.com.

Contacts:

Media: Thomas J. Ryan, 901-419-4333; Investors: Jay Royalty, 901-419-1731; Michele Vargas, 901-419-7287.