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 9, 2016

 

 

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)

 

(IRS Employer

Identification No.)

6400 Poplar Avenue, Memphis, Tennessee   38197
(Address of principal executive offices)   (ZIP Code)

Registrant’s telephone number, including area code: (901) 419-7000

 

 

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))

 

 

 


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 9, 2016.

(b) Of the 411,159,882 shares outstanding on the record date and entitled to vote at the meeting, 372,283,348 shares were present at the meeting in person or by proxy, constituting a quorum of 90.5 percent. The shareowners of the Company’s common stock considered and voted upon three Company proposals at the meeting.

Item 1 – Company Proposal to Elect 12 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 2017 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

David J. Bronczek

  317,421,034   1,268,204   522,320   53,071,790

William J. Burns

  317,782,571   925,267   503,720   53,071,790

Ahmet C. Dorduncu

  317,928,243   759,159   524,156   53,071,790

Ilene S. Gordon

  317,532,124   1,181,785   497,649   53,071,790

Jay L. Johnson

  317,863,558   836,144   511,856   53,071,790

Stacey J. Mobley

  313,747,998   4,968,832   494,728   53,071,790

Joan E. Spero

  317,478,201   1,247,418   485,939   53,071,790

Mark S. Sutton

  301,376,255   13,159,801   4,675,502   53,071,790

John L. Townsend, III

  317,370,096   1,299,690   541,772   53,071,790

William G. Walter

  316,349,361   2,349,700   512,497   53,071,790

J. Steven Whisler

  317,488,555   1,200,648   522,355   53,071,790

Ray G. Young

  317,838,479   849,766   523,313   53,071,790

 

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Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2016

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 2016 by the following count:

 

For   Against   Abstain   Broker
Non-Votes
368,308,074   3,244,600   730,674   —  

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
306,084,571   11,467,006   1,659,981   53,071,790

(c) and (d)        Not applicable.

 

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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
Date: May 9, 2016       By:  

/s/ SHARON R. RYAN

      Name:   Sharon R. Ryan
      Title:   Senior Vice President, General Counsel and Corporate Secretary

 

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