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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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).
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. ☐
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 10, 2021.
(b) Of the 392,834,703 shares outstanding on the record date and entitled to vote at the meeting, 344,540,309 shares were present at the meeting in person or by proxy, constituting a quorum of 87.70 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 2022 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 |
296,806,960 | 6,795,286 | 514,147 | 40,423,916 | ||||
| Ahmet C. Dorduncu |
246,503,145 | 57,251,185 | 362,063 | 40,423,916 | ||||
| Ilene S. Gordon |
296,216,742 | 7,596,117 | 303,534 | 40,423,916 | ||||
| Anders Gustafsson |
302,182,404 | 1,421,354 | 512,635 | 40,423,916 | ||||
| Jacqueline C. Hinman |
299,152,580 | 4,481,129 | 482,684 | 40,423,916 | ||||
| Clinton A. Lewis, Jr. |
295,974,111 | 7,780,574 | 361,708 | 40,423,916 | ||||
| DG Macpherson |
300,266,440 | 3,478,214 | 371,739 | 40,423,916 | ||||
| Kathryn D. Sullivan |
299,772,618 | 4,036,500 | 307,275 | 40,423,916 | ||||
| Mark S. Sutton |
290,213,080 | 12,898,319 | 1,004,994 | 40,423,916 | ||||
| Anton V. Vincent |
300,389,482 | 3,351,223 | 375,688 | 40,423,916 | ||||
| Ray G. Young |
295,586,064 | 7,990,478 | 539,851 | 40,423,916 |
Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2021
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 2021 by the following count:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 339,990,030 |
4,182,666 | 367,613 | ( 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 | |||
| 283,854,363 | 19,039,932 | 1,222,098 | 40,423,916 |
Item 4 – Shareowner Proposal to Reduce Ownership Threshold for Requesting Action by Written Consent
The holders of the Company’s common stock did not approve the non-binding shareowner proposal to reduce the ownership threshold for requesting action by written consent by the following count:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 107,872,697 | 194,831,976 | 1,411,720 | 40,423,916 |
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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 10, 2021
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