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 9, 2022     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) 419-9000 (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 9, 2022. (b)     Of the 374,887,938 shares outstanding on the record date and entitled to vote at the meeting, 322,765,826 shares were present at the meeting in person or by proxy, constituting a quorum of eighty-six (86%) percent. The shareowners of the Company’s common stock considered and voted upon three Company proposals and two shareowner proposals 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 2023 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   259,143,306   22,772,611   420,532   40,429,377 Ahmet C. Dorduncu   269,617,768   12,302,089   416,592   40,429,377 Ilene S. Gordon   246,725,790   34,933,269   677,390   40,429,377 Anders Gustafsson   278,612,056   3,333,224   391,169   40,429,377 Jacqueline C. Hinman   277,463,407   4,495,631   377,411   40,429,377 Clinton A. Lewis, Jr.   271,922,105   10,014,880   399,464   40,429,377 DG Macpherson   272,471,602   9,448,008   416,839   40,429,377 Kathryn D. Sullivan   273,072,653   8,876,584   387,212   40,429,377 Mark S. Sutton   260,007,693   21,921,951   406,805   40,429,377 Anton V. Vincent   272,951,377   8,981,663   403,409   40,429,377 Ray G. Young   274,133,034   7,791,503   411,912   40,429,377 Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022 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 2022 by the following count:   For   Against   Abstain   Broker Non-Votes 314,063,368   8,244,127   458,331   (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 267,229,893   13,963,543   1,143,013   40,429,377 Item 4 – Shareowner Proposal Concerning an Independent Board Chair The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning an independent Board chair by the following count:   For   Against   Abstain   Broker Non-Votes 105,323,356   176,140,198   872,895   40,429,377 Item 5 – Shareowner Proposal Concerning a Report on Environmental Expenditures The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning a report on environmental expenditures by the following count:   For   Against   Abstain   Broker Non-Votes 4,719,887   275,268,737   2,347,825   40,429,377   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 9, 2022   4