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 12, 2014

 

 

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 12, 2014.

(b) Of the 443,664,987 shares outstanding on the record date and entitled to vote at the meeting, 389,298,398 shares were present at the meeting in person or by proxy, constituting a quorum of 88 percent. The shareowners of the Company’s common stock considered and voted upon four Company proposals and one shareowner proposal at the meeting.

 

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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 2015 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

  343,427,828   1,087,149   575,657   44,157,764

Ahmet C. Dorduncu

  343,931,828   543,687   615,119   44,157,764

John V. Faraci

  326,058,993   14,238,538   4,793,103   44,157,764

Ilene S. Gordon

  342,089,452   2,382,304   618,878   44,157,764

Stacey J. Mobley

  342,988,671   1,480,865   621,098   44,157,764

Jay L. Johnson

  338,888,306   5,580,904   621,424   44,157,764

Joan E. Spero

  342,745,335   1,762,906   582,393   44,157,764

John L. Townsend, III

  342,096,316   2,385,923   608,395   44,157,764

John F. Turner

  341,625,128   2,864,982   600,524   44,157,764

William G. Walter

  341,790,627   2,691,932   608,075   44,157,764

J. Steven Whisler

  343,083,575   1,433,471   573,588   44,157,764

 

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Item 2 – Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2014

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 2014 by the following count:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

382,604,142

  5,916,348   727,908   (0)

Item 3 – Company Proposal to Re-Approve Material Terms of Performance Goals for Qualified Performance-Based Awards under the International Paper Company Amended and Restated 2009 Incentive Compensation Plan.

The holders of the Company’s common stock re-approved material terms of performance goals for qualified performance-based awards under the Company’s Amended and Restated 2009 Incentive Compensation Plan by the following count:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

335,847,835

  8,064,478   1,178,321   44,157,764

 

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Item 4 – 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

335,014,282

  8,125,726   1,950,626   44,157,764

Item 5 – Shareowner Proposal Concerning an Independent Board Chairman

The holders of the Company’s common stock did not approve the non-binding shareowner proposal concerning an independent Board chairman by the following count:

 

For

 

Against

 

Abstain

 

Broker

Non-Votes

100,236,819

  241,673,908   3,179,907   44,157,764

(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 13, 2014     By:  

/s/ SHARON R. RYAN

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

 

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