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): February 14, 2017

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 February 14, 2017, the Board of Directors (the “Board”) of International Paper Company (“the Company”) elected Dr. Kathryn D. Sullivan as a director and assigned her to its Governance and Public Policy & Environment Committees, effective March 1, 2017. Dr. Sullivan’s term as a director will expire at the annual meeting of the Company’s stockholders in May 2017, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Dr. Sullivan, the size of the Board is now 12 members.

Dr. Sullivan, age 65, is the Charles A. Lindbergh Fellow of Aerospace History at the Smithsonian National Air and Space Museum (effective March 1, 2017). Dr. Sullivan served in several roles in the U.S. Department of Commerce and the National Oceanic and Atmospheric Association Administration (NOAA) between May 2011 and January 2017, including as Under Secretary of Commerce for Oceans & Atmosphere and NOAA Administrator from March 2014 until January 2017. She served as a Director for Ohio State University’s Battelle Center for Mathematics and Science Education Policy from 2006 through 2011. Between 1996 and 2005, Dr. Sullivan served as President and CEO of the Center of Science and Industry (COSI), a hands-on science education enterprise, serving nearly 900,000 people annually throughout Ohio and surrounding states. Between 1978 and 1993, Dr. Sullivan was a Mission Specialist for NASA. She is a veteran of three Shuttle missions with over 500 hours in space and she is the first American woman to walk in space. Dr. Sullivan served on the boards of directors of several public companies between 1997 and 2011. She earned a bachelor’s degree in Earth Sciences from the University of California, Santa Cruz and a doctorate in geology from Dalhousie University in Nova Scotia.

The Board of Directors has determined that Dr. Sullivan is independent, meets the applicable independence requirements of the New York Stock Exchange and the Board’s more rigorous standards for determining director independence. There have been no transactions since January 1, 2016, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which she or any member of her immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

The selection of Dr. Sullivan was not pursuant to any arrangement or understanding between her and any other person. The Governance Committee of the Board of Directors recommended her to the full Board as a nominee for election. A third-party business leadership recruiting firm engaged by the Governance Committee provided assistance in identifying her as a potential Board candidate.

Dr. Sullivan will be compensated in accordance with previously disclosed compensation programs for the Company’s non-management (outside) directors.

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SECTION 7. REGULATION FD.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing the above-referenced director election is attached hereto as Exhibits 99.1 and incorporated herein by reference.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished as part of this Report.

Exhibit Number	Description
99.1	Press Release of International Paper Company dated February 15, 2017.

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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: February 15, 2017	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 February 15, 2017.

E-1

EX-99.1

Exhibit 99.1

INTERNATIONAL PLACE

6400 POPLAR AVENUE

MEMPHIS, TN 38197

News Release

International Paper’s Board of Directors Elects

Dr. Kathryn D. Sullivan to Its Board

MEMPHIS, Tenn. – February 15, 2017 – International Paper Company (NYSE: IP) announced the election of Dr. Kathryn D. Sullivan to its Board of Directors effective March 1, 2017. Dr. Sullivan, age 65, is the Charles A. Lindbergh Fellow of Aerospace History at the Smithsonian National Air and Space Museum. She served in several roles in the U.S. Department of Commerce and the National Oceanic and Atmospheric Association Administration (NOAA) between 2011 and 2017, including Undersecretary of Commerce for Oceans and Atmosphere NOAA Administrator. Prior to her appointment as Administrator, Dr. Sullivan held the position of Assistant Secretary for Environmental Observation and Prediction and Deputy Administrator. She also performed the duties of NOAA’s Chief Scientist. Dr. Sullivan was the inaugural Director of the Battelle Center for Mathematics and Science Education Policy in the John Glenn School of Public Affairs at Ohio State University. Dr. Sullivan, a former Mission Specialist for NASA, is a veteran of three Shuttle missions with more than 500 hours in space and the first American woman to walk in space. She earned a bachelor’s in Earth Sciences from the University of California, Santa Cruz and a doctorate in geology from Dalhousie University in Nova Scotia.

“Kathy’s extensive environmental and sustainability experience will bring a unique and valuable perspective to the International Paper Board of Directors,” said Mark Sutton, Chairman and CEO. “We are extremely pleased to have Kathy join our Board.”

To learn more about other members of International Paper’s Board of Directors, visit www.internationalpaper.com under the Company and Leadership tab.

ABOUT INTERNATIONAL PAPER

International Paper (NYSE: IP) is a leading global producer of renewable fiber-based packaging, pulp and paper products with manufacturing operations in North America, Latin America, Europe, North Africa, Asia and Russia. We produce packaging products that protect and promote goods, and enable world-wide commerce; pulp for diapers, tissue and other personal hygiene products that promote health and wellness; papers that facilitate education and communication; and paper bags, cups and food containers that provide convenience and portability. We are headquartered in Memphis, Tenn., and employ approximately 55,000 colleagues located in more than 24 countries. Net sales for 2016 were $21 billion. For more information about International Paper, our products and global citizenship efforts, please visit internationalpaper.com.

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