Form 8-K - Current report

INTERNATIONAL PAPER CO /NEW/ false 0000051434 0000051434 2024-09-10 2024-09-10

 

 

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): September 10, 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: [phone]

 

 

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. ☐

 

 

 

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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers

On September 10, 2024, Mark S. Sutton provided notice to the Board of Directors (the “Board”) of his intent to retire as chairman of the Board and also as a member of the Board of International Paper Company (the “Company”) effective September 30, 2024. The Board, on September 10, 2024, then appointed Andrew K. Silvernail as chairman of the Board effective October 1, 2024. The Board expresses its appreciation to Mr. Sutton for his years of service and contributions to the Company.

 

Item 8.01.

Other Events

On September 10, 2024, the Company issued a press release announcing the retirement of Mr. Sutton from the Board and the appointment of Mr. Silvernail as chairman of the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit No.		Description
99.1		Press Release of International Paper Company dated September 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: September 10, 2024				By:		/s/ Joseph R. Saab
				Name:		Joseph R. Saab
				Title:		Senior Vice President, General Counsel and Corporate Secretary

 

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Exhibit 99.1

 

				pg 1 of 2

News Release

International Paper Makes Leadership Announcement

CEO Andy Silvernail elected Chairman of the Board of Directors

Mark Sutton to retire from the Board of Directors September 30, 2024

MEMPHIS, Tenn. – September 10, 2024 – International Paper (NYSE: IP) today announced that its board of directors elected Andy Silvernail as Chairman of the International Paper Board of Directors in addition to his role as Chief Executive Officer (CEO), effective October 1, 2024. Mark Sutton, who continued to serve in the role of Chairman of the Board since stepping aside as CEO in May, will retire from the Board on September 30, 2024.

International Paper Lead Director Chris Connor said, “On behalf of the Board of Directors, I’d like to thank Mark for his many years of service to IP and for his leadership as Chairman and CEO. During his tenure, he strengthened the company’s balance sheet and focused the portfolio. He leaves behind a strong legacy, and we wish him and his family all the best.”

“Additionally,” Connor added, “we are pleased that Andy is taking on the role of Chairman of the Board. In just four months with IP, he is off to a terrific start and has the team aligned on implementing our strategy. Andy has a clear plan for unlocking the company’s potential to drive results and achieve excellence for our employees, customers and shareholders. “

Silvernail joined International Paper as CEO in May 2024. He has two decades of experience leading global companies in the manufacturing and technology sectors. He previously worked at KKR & Co., Inc., a global investment firm, where he served as an executive advisor. Silvernail held the role of Chairman and CEO of Madison Industries, one of the world’s largest privately held companies. Prior to that, Silvernail served as Chairman and CEO of IDEX Corporation from 2011 to 2020. Employee engagement reached best-in-class performance and total shareholder return grew by more than 500% during his tenure at IDEX. Silvernail previously held executive positions at Rexnord Industries, Newell Rubbermaid and Danaher Corporation. He currently serves on the Board of Directors of Stryker Corporation.

For more information, please visit: https://www.internationalpaper.com/leader

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, Europe, Latin America and Africa. Net sales for 2023 were $18.9 billion. Additional information can be found by visiting internationalpaper.com.

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				pg 2 of 2

 

Media Contact:

Amy Simpson

901-419-4964

[e-mail]

Document and Entity Information	Sep. 10, 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	Sep. 10, 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

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