Date of Report (date of earliest event reported): May 11, 2026
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 (see General Instruction A.2. below):
☐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
Common Stock, $1 per share par value
IPC
London 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 5.07Submission of Matters to a Vote of Security Holders.
On May 11, 2026, the Company held its 2026 annual meeting of shareowners (the “Company Annual Meeting”). At the Company Annual Meeting, holders of the Company’s shares of common stock, par value $1.00 per share (the “Common Stock”), approved the proposals described in the 2026 Proxy Statement.
Of the 529,486,211 shares of Common Stock outstanding on the record date (March 12, 2026) and entitled to vote at the Company Annual Meeting, holders of 480,640,962 shares of Common Stock were present at the Company Annual Meeting in person or by proxy, constituting a quorum.
The voting results at the Company Annual Meeting were as follows:
Item 1: Election of 11 Directors
Shareowners approved the proposal to elect each of the following 11 nominees as directors, to serve a term of one year ending the earlier of (i) the Company’s 2027 annual meeting of shareowners and the date a qualified successor has been elected or (ii) death, resignation or retirement.
Director Nominees
For
Against
Abstain
Broker Non-Votes
Jamie A. Beggs
451,694,836
2,455,913
273,805
26,216,408
Christopher M. Connor
445,295,315
8,869,315
259,924
26,216,408
Ahmet C. Dorduncu
444,426,468
9,731,820
266,266
26,216,408
Anders Gustafsson
450,805,888
3,368,166
250,500
26,216,408
Jacqueline C. Hinman
444,524,262
9,414,494
485,798
26,216,408
Clinton A. Lewis, Jr.
436,740,282
17,421,581
262,691
26,216,408
David A. Robbie
451,684,616
2,473,834
266,104
26,216,408
Andrew K. Silvernail
440,396,861
13,737,702
289,991
26,216,408
Kathryn D. Sullivan
445,916,981
8,269,190
238,383
26,216,408
Scott A. Tozier
450,747,593
3,412,997
263,964
26,216,408
Anton V. Vincent
445,835,828
8,071,251
517,475
26,216,408
Item 2: Ratification of Deloitte & Touche LLP as our Independent Auditor for 2026
Shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2026.
Votes For
Votes Against
Abstentions
Broker Non-Votes
469,081,312
11,291,145
268,505
0
Item 3: Non-binding Resolution to Approve the Compensation of our Named Executive Officers
Shareowners approved the non-binding resolution to approve the compensation of our Named Executive Officers.
Votes For
Votes Against
Abstentions
Broker Non-Votes
442,112,331
11,656,152
656,071
26,216,408
Exhibit Number
Description
104
The cover page from this Current Report on Form 8-K, formatted as inline XBRL.
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 11, 2026
By:
/s/ Joseph R. Saab
Name:
Joseph R. Saab
Title:
Senior Vice President, General Counsel and Corporate Secretary
