UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) |
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code: (
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) International Paper Company (the “Company”) held its annual meeting of shareowners on May 11, 2020.
(b) Of the 393,430,664 shares outstanding on the record date and entitled to vote at the meeting, 350,639,322 shares were present at the meeting in person or by proxy, constituting a quorum of 89.12 percent. The shareowners of the Company’s common stock considered and voted upon three Company proposals and one shareowner proposal at the meeting.
Item 1 – Company Proposal to Elect 11 Directors
The holders of the common stock of the Company elected each of the following nominees as directors, to serve a term of one year ending the earlier of (i) the Company’s 2021 annual meeting of shareowners and the date a qualified successor has been elected, or (ii) death, resignation or retirement. The directors were elected by the following count:
Directors |
For |
Against |
Abstain |
Broker Non-Votes |
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William J. Burns |
293,993,685 |
2,100,149 |
438,972 |
54,106,516 |
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Christopher M. Connor |
292,981,258 |
3,046,593 |
504,955 |
54,106,516 |
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Ahmet C. Dorduncu |
255,571,196 |
40,514,635 |
446,975 |
54,106,516 |
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Ilene S. Gordon |
292,520,870 |
3,616,636 |
395,300 |
54,106,516 |
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Anders Gustafsson |
290,671,267 |
5,359,752 |
501,787 |
54,106,516 |
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Jacqueline C. Hinman |
293,759,361 |
2,362,914 |
410,531 |
54,106,516 |
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Clinton A. Lewis, Jr. |
294,113,167 |
1,991,194 |
428,445 |
54,106,516 |
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Kathryn D. Sullivan |
294,845,182 |
1,295,888 |
391,736 |
54,106,516 |
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Mark S. Sutton |
285,297,816 |
10,194,472 |
1,040,518 |
54,106,516 |
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J. Steven Whisler |
289,417,134 |
6,694,337 |
421,335 |
54,106,516 |
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Ray G. Young |
291,265,363 |
4,762,611 |
504,832 |
54,106,516 |
Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2020
The holders of the Company’s common stock ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 by the following count:
For |
Against |
Abstain |
Broker Non-Votes |
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345,745,574 |
4,361,962 |
531,786 |
(0) |
2
Item 3 – Company Proposal to Vote on a Non-Binding Resolution to Approve the Compensation of the Company’s Named Executive Officers
The holders of the Company’s common stock supported the non-binding resolution to approve the compensation of the Company’s named executive officers by the following count:
For |
Against |
Abstain |
Broker Non-Votes |
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281,269,098 |
14,014,778 |
1,248,930 |
54,106,516 |
Item 4 – Shareowner Proposal Concerning Special Shareowner Meetings
The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning special shareowner meetings by the following count:
For |
Against |
Abstain |
Broker Non-Votes |
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98,814,880 |
196,412,987 |
1,304,939 |
54,106,516 |
3
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 | ||
By: |
/s/ Sharon R. Ryan | |
Name: |
Sharon R. Ryan | |
Title: |
Senior Vice President, General Counsel & Corporate Secretary |
Date: May 12, 2020
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Document and Entity Information |
May 11, 2020 |
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Cover [Abstract] | |
Entity Registrant Name | INTERNATIONAL PAPER CO /NEW/ |
Entity Address, State or Province | TN |
Amendment Flag | false |
Entity Central Index Key | 0000051434 |
Document Type | 8-K |
Document Period End Date | May 11, 2020 |
Entity Incorporation State Country Code | NY |
Entity File Number | 1-3157 |
Entity Tax Identification Number | 13-0872805 |
Entity Address, Address Line One | 6400 Poplar Avenue |
Entity Address, City or Town | Memphis |
Entity Address, Postal Zip Code | 38197 |
City Area Code | 901 |
Local Phone Number | 419-7000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $1 per share par value |
Trading Symbol | IP |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |