Current Report Filing (8-k)

INTERNATIONAL PAPER CO /NEW/ TN false 0000051434 0000051434 2020-05-11 2020-05-11

 

 

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 11, 2020

 

International Paper Company

(Exact name of registrant as specified in its charter)

 

New York		1-3157		13-0872805
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6400 Poplar Avenue, Memphis, Tennessee 38197

(Address of Principal Executive Offices, and Zip-Code)

Registrant’s telephone number, including area

code: [phone]

(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:

☐	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		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.  ☐

 

 

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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
William J. Burns			293,993,685				2,100,149				438,972				54,106,516
Christopher M. Connor			292,981,258				3,046,593				504,955				54,106,516
Ahmet C. Dorduncu			255,571,196				40,514,635				446,975				54,106,516
Ilene S. Gordon			292,520,870				3,616,636				395,300				54,106,516
Anders Gustafsson			290,671,267				5,359,752				501,787				54,106,516
Jacqueline C. Hinman			293,759,361				2,362,914				410,531				54,106,516
Clinton A. Lewis, Jr.			294,113,167				1,991,194				428,445				54,106,516
Kathryn D. Sullivan			294,845,182				1,295,888				391,736				54,106,516
Mark S. Sutton			285,297,816				10,194,472				1,040,518				54,106,516
J. Steven Whisler			289,417,134				6,694,337				421,335				54,106,516
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
	345,745,574				4,361,962				531,786				(0)

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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
	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
	98,814,880				196,412,987				1,304,939				54,106,516

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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
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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