UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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).
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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. ☐
Explanatory Note
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its annual meeting of shareowners on May 8, 2023.
(b) Of the 349,365,733 shares outstanding on the record date and entitled to vote at the meeting, 308,362,226 shares were present at the meeting in person or by proxy, constituting a quorum of 88%. The shareowners of the Company’s common stock considered and voted upon four Company proposals and two shareowner proposals 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 2024 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 |
||||||||||||
Christopher M. Connor |
255,912,616 | 12,960,041 | 456,305 | 39,033,264 | ||||||||||||
Ahmet C. Dorduncu |
260,394,815 | 8,471,346 | 462,801 | 39,033,264 | ||||||||||||
Ilene S. Gordon |
216,862,080 | 52,041,923 | 424,959 | 39,033,264 | ||||||||||||
Anders Gustafsson |
264,690,102 | 4,165,421 | 473,439 | 39,033,264 | ||||||||||||
Jacqueline C. Hinman |
239,501,633 | 29,406,312 | 421,017 | 39,033,264 | ||||||||||||
Clinton A. Lewis, Jr. |
256,315,093 | 12,551,451 | 462,418 | 39,033,264 | ||||||||||||
DG Macpherson |
256,422,005 | 12,446,494 | 460,463 | 39,033,264 | ||||||||||||
Kathryn D. Sullivan |
253,214,648 | 15,698,146 | 416,168 | 39,033,264 | ||||||||||||
Mark S. Sutton |
249,020,586 | 19,814,915 | 493,441 | 39,033,264 | ||||||||||||
Anton V. Vincent |
264,599,940 | 4,262,987 | 466,035 | 39,033,264 | ||||||||||||
Ray G. Young |
264,139,673 | 4,734,917 | 454,372 | 39,033,264 |
Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2023
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 2023 by the following count:
For |
Against |
Abstain |
Broker | |||
300,695,856 | 7,130,777 | 535,593 | (0) |
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 | |||
285,011,997 | 10,152,088 | 1,164,877 | 39,033,264 |
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Item 4 – Company Proposal to Vote on the Frequency with which Shareowners Will Vote to Approve the Compensation of our Named Executive Officers
The holders of the Company’s common stock supported and ANNUAL frequency with which shareowners will approve the compensation of the Company’s named executive officers by the following count:
1 Year |
2 Years |
3 Years |
Abstain |
Broker | ||||
261,689,284 | 403,582 | 6,606,536 | 629,560 | 39,033,264 |
Item 5 – Shareowner Proposal Concerning an Independent Board Chair
The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning an independent Board chair by the following count:
For |
Against |
Abstain |
Broker | |||
98,879,053 | 169,527,737 | 922,172 | 39,033,264 |
Item 6– Shareowner Proposal Concerning a Report on Operations in China
The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning a report on operations in China by the following count:
For |
Against |
Abstain |
Broker | |||
5,771,421 | 261,039,205 | 2,518,336 | 39,033,264 |
(d) As previously reported on the Original Form 8-K, the shareowners of the Company’s common stock considered and voted upon a Company proposal regarding the frequency with which shareowners will vote to approve the compensation of our named executive officers.
Consistent with the Board of Directors’ recommendation, the holders of the Company’s common stock supported an annual frequency with which shareowners will approve the compensation of the Company’s named executive officers at the annual meeting. In light of such vote, the Board of Directors of the Company has decided to continue its practice of holding annual votes on the compensation of its named executive officers.
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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: July 13, 2023 |
|
By: | /s/ Joseph R. Saab | |||
Name: | Joseph R. Saab | |||||
Title: | Senior Vice President, General Counsel and Corporate Secretary |
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