Executive Change · 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 12, 2025     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:   ☐ 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   Indicate by check   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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Amendment to International Paper Company Pension Restoration Plan for Salaried Employees On May 12, 2025, the Management Development and Compensation Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of International Paper Company (the “ Company ”) approved and adopted Amendment No. 9 to the International Paper Company Pension Restoration Plan for Salaried Employees, as amended and restated effective as of January 1, 2009 (the “ Pension Restoration Plan ”). The Pension Restoration Plan provides for the payment of supplemental pension benefits from the Company’s general assets to eligible employees if their full accrued pension benefit cannot be paid from the trust established under the tax-qualified retirement plan(s) sponsored by the Company. Benefits accrued under the Pension Restoration Plan were frozen effective December 31, 2018. As amended by Amendment No. 9, the Pension Restoration Plan allows participants who work in the Company’s global cellulose fibers business immediately prior to the Company’s planned divestiture of such business to continue to earn service time and qualify for early retirement so long as they remain employed by the acquiring company. This amendment benefits Clayton R. Ellis, senior vice president – global cellulose fibers and a named executive officer in the Company’s 2025 definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 1, 2025 (the “ 2025 Proxy Statement ”). The foregoing description of Amendment No. 9 to the Pension Restoration Plan is only a summary and qualified in its entirety by reference to the full text of Amendment No. 9 included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. For additional information on our Pension Restoration Plan please see the Compensation, Discussion and Analysis section of our 2025 Proxy Statement.    Item 5.07 Submission of Matters to a Vote of Security Holders. On May 12, 2025, the Company held its 2025 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 2025 Proxy Statement. Of the 527,875,740 shares of Common Stock outstanding on the record date (March 14, 2025) and entitled to vote at the Company Annual Meeting, holders of 462,222,089 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 2026 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      428,094,703        1,744,176        439,492        31,943,718   Christopher M. Connor      420,163,130        9,709,861        405,380        31,943,718   Ahmet C. Dorduncu      420,373,118        9,492,712        412,541        31,943,718   Anders Gustafsson      425,234,860        4,612,115        431,396        31,943,718   Jacqueline C. Hinman      398,587,650        31,079,131        611,590        31,943,718   Clinton A. Lewis, Jr.      384,886,912        44,862,160        529,299        31,943,718   David A. Robbie      428,083,311        1,748,451        446,609        31,943,718   Andrew K. Silvernail      408,760,880        21,113,055        404,436        31,943,718   Kathryn D. Sullivan      413,839,928        15,415,777        1,022,666        31,943,718   Scott A. Tozier      428,063,555        1,776,760        438,056        31,943,718   Anton V. Vincent      420,615,322        9,039,150        623,899        31,943,718   Item 2: Ratification of Deloitte & Touche LLP as our Independent Auditor for 2025 Shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2025.   Votes For    Votes Against    Abstentions    Broker Non-Votes 450,810,149    10,996,949    414,991    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 417,316,776    12,007,656    953,939    31,943,718 Item 4: Shareowner Proposal Concerning a Report on the Company’s LGBTQIA+ Equity and Inclusion Efforts Shareowners did not approve the non-binding shareowner proposal concerning a report on the Company’s LGBTQIA+ Equity and Inclusion Efforts.   Votes For    Votes Against    Abstentions    Broker Non-Votes 27,910,701    398,849,110    3,518,560    31,943,718   Item 9.01 Financial Statements and Exhibits.   Exhibit No.   Description 10.1   Amendment No. 9 to the International Paper Company Pension Restoration Plan for Salaried Employees. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   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 Dated: May 14, 2025         By:   /s/ Joseph R. Saab     Name:   Joseph R. Saab     Title:   Senior Vice President, General Counsel and Corporate Secretary