Shareholder Vote

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 10, 2021     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: (901) 419-7000 (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. ☐       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 )   2 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   3 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   4