UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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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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Investor

Investor

“Say

“Say

on

on

Pay”

Pay”

Discussion

Discussion

April 2015

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 2015 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 9, 2015.

2

2015

Proxy

Statement

–

Annual

“Say-on-Pay”

Vote

2014 Strong Financial Results

Shareowner-Focused Plan Design Changes

Continued Emphasis on Pay for Performance

3

Table of Contents

Delivered record cash from operations and free cash flow of $2.1B

N.A. Industrial Packaging achieved EBITDA of $2.7B and 24%

margins

ROIC above cost of capital for fifth consecutive year

Margin expansion across key businesses

Increased dividend by 14% to $1.60/share

Share buyback program purchases of ~ $1B in 2014

Courtland closure completed

Completed xpedx spin-off; $400MM received

$470MM operational EBITDA up 126% at Ilim JV; $56MM dividend

to IP

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2014 Strong Financial Results

5

Shareowner-Focused Plan Design Changes

(2012-2015)

Program Element

Design Change / Rationale

Peer Group Composition

•

Added and replaced companies from Compensation Comparator Group and both Performance Share Plan

(PSP) peer groups to more closely align with IP and our compensation approach (2012; 2014; 2015)

Management Incentive Plan (“MIP”) and Performance

Share Plan (“PSP”)

•

•

•

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

•

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

•

Performance achievement for relative TSR portion of PSP award now capped at 100% of target if TSR over

•

Retroactively eliminated opportunity for executive officers to elect to have additional shares withheld from

PSP payouts to cover payment of federal taxes (2015)

Change in Control Agreements

•

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

•

•

•

Froze

participation

in

the

SERP,

Retirement

Plan

and

Restoration

Plan

effective

January

1,

2019

(2014)

Officer Stock Ownership Requirement

•

(2013)

•

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 is 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)

Return

on

investment

metric

now

defined

as

“Return

on

Invested

Capital,”

rather

than

return

on

capital

three-year performance period is negative (2015)

Reduced severance multiple, additional years of pension credit, and benefit continuation period from 3X to

Amended

all

agreements

and

plan

documents

to

move

from

a

“single-trigger”

to

a

“double-trigger”

approach

for acceleration of vesting of equity awards (2013; 2014)

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

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

Increased stock ownership requirements for all executive officers (2015)

Unfunded Supplemental Retirement Plan for Senior

Performance Metrics and Design of  

Managers (“SERP”)

2014 Compensation         

Comparator Group

3M Company

Alcoa Inc.

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.

L-3 Communications Holdings

Lockheed Martin Corp.

Northrop Grumman Corp.

Parker-Hannifin Corp.

PPG Industries

Schlumberger Limited

United States Steel Corp.

Whirlpool Corp.

Xerox Corp.

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IP compares well:

CEO

pay

at

50

percentile

of

CCG

while

TSR

is

at

80

percentile

th

th

Continued Emphasis on Pay for Performance

Three-Year

Performance Period

Our CEO’s

Realizable Pay Rank

Our Company’s

TSR Rank

2011 -

2013

50th

80th

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

8

This chart illustrates our commitment to pay at risk.

For 2014, 88% of our former and current CEO’s target

compensation was

based on performance –

and therefore at risk.

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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