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 21, 2024

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)	(I.R.S. 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 per share par value	IP	New York Stock Exchange

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2024, Ilene S. Gordon, a member of the Board of Directors (the “Board”) of International Paper Company (the “Company”), informed the Company she would resign effective May 21, 2024. Ms. Gordon’s resignation is not due to any disagreement with the Company on any matter relating to its operations, policies, or practices. The Board thanks Ms. Gordon for her service and contributions to the Company during her tenure.

On May 21, 2024, the Board, upon the recommendation of the Company’s Governance Committee, elected Jamie A. Beggs, 47, and Scott A. Tozier, 58, to serve as independent directors to the Board effective immediately. Ms. Beggs’ and Mr. Tozier’s terms as independent directors will expire at the annual meeting of the Company’s shareowners in May 2025. With the election of Ms. Beggs and Mr. Tozier, the Board now consists of 11 members, nine of whom are independent.

The Board appointed Ms. Beggs and Mr. Tozier each to the Audit and Finance and Public Policy and Environment committees, effective immediately.

Under the Company’s Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, Ms. Beggs and Mr. Tozier are eligible for an annual grant of Company stock. The compensation of Ms. Beggs and Mr. Tozier will be consistent with that provided to all the Company’s non-employee directors as disclosed in the Elements of our Director Compensation Program section of our proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2024.

The Board has determined that Ms. Beggs and Mr. Tozier are independent, meet the applicable independence requirements of the New York Stock Exchange and the Board’s more rigorous standards for determining director independence. The selection of Ms. Beggs and Mr. Tozier was not pursuant to an agreement or understanding between Ms. Beggs and Mr. Tozier and any other person. Furthermore, there are no related party transactions between the Company and Ms. Beggs or Mr. Tozier that would require disclosure under Item 404(a) of Regulation S-K.

On May 23, 2024, the Company issued a press release announcing the departure of Ms. Gordon and the appointment of Ms. Beggs and Mr. Tozier as directors of the Company. A copy of the release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

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Item 9.01. Financial and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued on May 23, 2024
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	International Paper Company
Date: May 23, 2024	By:	/s/ Joseph R. Saab
	Name:	Joseph R. Saab
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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EX-99.1

Exhibit 99.1 pg 1 of 2

International Paper Announces Changes to Its Board of Directors

Jamie A. Beggs and Scott A. Tozier to Join as Newest Board Members

Ilene S. Gordon to Retire from the Board

MEMPHIS, Tenn., May 23, 2024 — International Paper (“IP”) (NYSE: IP) announced that Jamie A. Beggs and Scott A. Tozier have been elected to IP’s Board of Directors, effective May 21, 2024. The company also announced that Ilene S. Gordon has retired from the Board citing personal and health reasons, effective May 21, 2024.

• Ms. Beggs, age 47, currently serves as Senior Vice President and Chief Financial Officer of Avient Corporation (NYSE: AVNT), a premier provider of specialized and sustainable materials solutions and services. In her current role, she is responsible for all areas of finance and investor relations, as well as, at times, information technology and corporate communications. She is also helping lead the organization through a strategy focused on long-term sales growth leveraging innovative and sustainable solutions, growth into new end markets and geographies, and expansion of EBITDA margins. Previously, Ms. Beggs served as Senior Vice President and Chief Financial Officer at Hunt Consolidated and prior to that, spent a decade in various roles at Celanese Corporation. Ms. Beggs earned her Bachelor of Business Administration and her Master of Professional Accounting from The University of Texas at Austin in 1999. She is also a certified public accountant.

• Mr. Tozier, age 58, currently serves as a strategic advisor at Albemarle Corporation, (NYSE: ALB), a global leader in providing essential elements for mobility, energy, connectivity, and health. From 2011–2023, he served as the Executive Vice President and Chief Financial Officer of Albemarle Corporation, where he led a team of over 500 employees around the world responsible for all aspects of financial management, M&A, sustainability, and at times, information technology, corporate procurement, and logistics and shared services. Under his leadership, Albemarle’s revenues grew from $2.9 billion in 2011 to $7.3 billion in 2022 and market cap grew from $5B in 2011, peaked at $38B in 2022, and is currently at ~$14B. Mr. Tozier was also part of the leadership team that laid the strategy for M&A activities as well as divesting of businesses that did not fit the company’s growth profile. Previously, he spent 16 years with Honeywell, where he held senior financial positions in the U.S., Australia, and Europe. Mr. Tozier earned a Bachelor of Business Administration in Accounting and Information Systems from the University of Wisconsin-Madison in 1988 and his Master of Business Administration from the University of Michigan in 1994. He is also a certified public accountant.

Ms. Beggs and Mr. Tozier will each be appointed to the Audit and Finance Committee and the Public Policy and Environment Committee effective May 21, 2024.

Exhibit 99.1 pg 2 of 2

Mark S. Sutton, Chairman of IP said, “Jamie and Scott are seasoned, global executives who bring extensive financial expertise and business insight to IP’s Board of Directors. Jamie’s deep finance, IR and audit experience in asset-intensive industries growing into new geographies, combined with Scott’s track record of guiding businesses through strategic transformations, including significant M&A, will be invaluable as we embark on our next phase of growth.”

Sutton continued, “I am very appreciative to Ilene for her many contributions to the IP Board over the past 12 years. We are grateful for her insight and guidance throughout her tenure, for her nearly five years as the Board’s lead independent Presiding Director, as well as her leadership as chair of the Governance Committee.”

With these changes, the IP Board will consist of 11 directors, nine of whom are classified as independent directors. At its May 14, 2024, regular meeting, the Board appointed Clinton A. Lewis, Jr., as chair of the Governance Committee.

About International Paper

International Paper (NYSE: IP) is a global producer of sustainable packaging, pulp and other fiber-based products, and one of the world’s largest recyclers. Headquartered in Memphis, Tenn., we employ approximately 39,000 colleagues globally who are committed to creating what’s next. We serve customers worldwide, with manufacturing operations in North America, Latin America, North Africa and Europe. Net sales for 2023 were $18.9 billion. Additional information can be found by visiting internationalpaper.com.

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Contacts

Investors

Mark Nellessen Mark.Nellessen@ipaper.com +1 901 419 1731 Michele Vargas Michele.Vargas@ipaper.com + 901 419 7287

Media

Amy Simpson

newsroom@ipaper.com

+1 901 419 4964

XML

Document and Entity Information	May 21, 2024
Cover [Abstract]
Entity Registrant Name	INTERNATIONAL PAPER CO /NEW/
Amendment Flag	false
Entity Central Index Key	0000051434
Document Type	8-K
Document Period End Date	May 21, 2024
Entity File Number	1-3157
Entity Incorporation State Country Code	NY
Entity Tax Identification Number	13-0872805
Entity Address, Address Line One	6400 Poplar Avenue
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38197
City Area Code	(901)
Local Phone Number	419-9000
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