2021 Proxy Statement; and • International Paper’S 2020 Annual Performance Summary, Or Annual Report
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Notice of 2021 Annual Meeting & Proxy Statement ©2021 International Paper Company. All rights reserved. Accent is a registered trademark of International Paper Company. All other product and company names are trademarks or registered trademarks of their respective holders. Printed on Accent® Opaque Cover Smooth 65lb. and Accent® Opaque Text Smooth 50lb. InternationalPaper.com March 30, 2021 Dear Shareowner: We invite you to join us for our 2021 Annual Meeting of Shareowners on May 10. As with last year’s annual meeting, due to the COVID-19 pandemic, this year’s meeting will be “virtual,” meaning that you attend via the Internet by following the instructions set forth in the enclosed materials. Whether or not you plan to attend, please review the enclosed materials and vote your shares. Within this Proxy Statement, we have included a summary that highlights policy updates and provides an overview of key performance metrics. Also enclosed is a copy of the International Paper 2020 Annual Performance Summary, which highlights our key accomplishments. Last year, we again demonstrated the strength of our business portfolio, customer relationships, investment choices and employees by delivering solid earnings and outstanding cash generation while navigating the unexpected and unprecedented challenges resulting from the pandemic. In fact, 2020 marks the 11th consecutive year that we generated returns above the cost of capital. A strong balance sheet and strategic investments are essential components of International Paper’s cash allocation strategy. In 2020, we used $1.7 billion of cash to reduce debt, and continued to strengthen our packaging business through targeted investments. Our pension gap improved by $500 million resulting in a healthy 95% funding level. And we paid $800 million in dividends to our shareowners in 2020, bringing to $5.2 billion our five-year total of cash returned through dividends and share repurchases. This represents over 50% of our free cash flow over that five-year period and demonstrates our sustainable dividend policy and strong commitment to our shareowners. Mark S. Sutton International Paper’s Board of Directors provides essential leadership and guidance Chairman and Chief in driving the Company’s success. This year, we recognized the many contributions Executive Officer of J. Steven Whisler and William J. Burns, each of whom is retiring from our Board this year after nearly two decades of combined service. We also welcomed two new board members with diverse experiences and perspectives: Anton V. Vincent, president, Mars Wrigley North America, part of Mars Incorporated, and DG Macpherson, chairman and chief executive officer of W.W. Grainger, Inc. Pursuing our vision Looking ahead, we are focused on accelerating value creation. In December 2020 to be among the we announced plans to build on the strength of our Industrial Packaging business and initiate the proposed spin-off of our Printing Papers business. With a more most SUCCESSFUL, focused portfolio, International Paper will take meaningful actions to accelerate profitable growth and materially lower our cost structure, and intends to deliver SUSTAINABLE $350 to $400 million in incremental earnings growth by the end of 2023. and RESPONSIBLE Our Vision 2030 goals will be foundational to our continued success. They are aligned with the global priorities of the United Nations’ Sustainable Development Goals companies in and include robust targets that will drive meaningful, sustainable improvements for people, communities, the environment and our customers and shareowners. the world We are excited about the path we are charting to accelerate improvement. On behalf of our 48,000 employees and Board of Directors, thank you for your ownership and continued support of our efforts to pursue our vision to be among the most successful, sustainable and responsible companies in the world. Sincerely, Mark S. Sutton www.internationalpaper.com 3 Notice of Annual Meeting of Shareowners To the Owners of Common Stock of International Paper Company: Date and Time Items of Business Monday, May 10, 2021, Board at 8:30 a.m. CDT Recommendation Item 1 FOR Place Elect the 11 nominees named in the proxy statement as Live via the Internet-please directors for a one-year term. visit www.virtualshareholder Item 2 FOR meeting.com/IP2021 Ratify the appointment of Deloitte & Touche LLP as our Your vote is important independent registered public accounting firm for 2021. Item 3 FOR Vote on the Internet before Vote on a non-binding resolution to approve the the meeting compensation of our named executive officers, as disclosed If you choose to vote via the under the heading “Compensation Discussion & Analysis.” Internet, follow the instructions for Item 4 AGAINST accessing the website on the Notice Vote on a shareowner proposal to reduce the ownership of Internet Availability or proxy card threshold for shareowners to request action by written provided to you. You will need to consent to 10 percent, if properly presented at the meeting. have the 16-digit control number printed on the Notice of Internet Consider any other business properly brought before the meeting. Availability or proxy card. Record Date March 11, 2021. Holders of record of International Paper common stock, par Vote by telephone value $1.00 per share, at the close of business on that date, are entitled to vote at the meeting. If you choose to vote by telephone, you may do so toll-free by following By order of the Board of Directors, the instructions on the Notice of Internet Availability or proxy card provided to you. You will need to have the 16-digit control number printed on the Notice of Internet Sharon R. Ryan Availability or proxy card. Senior Vice President, General Counsel and Corporate Secretary Vote by mail March 30, 2021 Important Notice Regarding the Availability of Proxy Materials for the If you choose to vote by mail, simply Shareowner Meeting to Be Held on May 10, 2021: mark, sign and date your proxy card and return it in the postage-paid The following materials are available for viewing and printing envelope that was included with the at materials.proxyvote.com/460146: proxy card. • The Notice of Annual Meeting of Shareowners to be held on May 10, 2021; Vote at the meeting • International Paper’s 2021 Proxy Statement; and • International Paper’s 2020 Annual Performance Summary, or annual report. You also may vote online during A Notice of Internet Availability of Proxy Materials (the “Notice of Internet the annual meeting by following Availability”) or the proxy statement, proxy card and annual report are first the instructions provided on the meeting website during the annual being sent to shareowners on or about March 30, 2021. meeting. To vote at the meeting, visit www.virtualshareholder meeting.com/IP2021. 4 2021 Proxy Statement Proxy Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement before voting. Meeting Agenda and Voting Recommendations ITEM 1 Company Proposal to Elect 11 Directors Our Board of Directors unanimously recommends There are no other nominees competing for seats on the Board. Under our that you vote FOR each of Amended and Restated Certificate of Incorporation and By-Laws, directors the nominees. in non-contested elections are elected by an affirmative majority of votes cast. You may vote “for” or “against” a nominee, or you may “abstain” See page 16 for further information. from voting with respect to a nominee. “Abstentions” and broker non-votes will have no effect on the results. Director Nominees All nominees are currently directors of International Paper. The following table lists the names, primary occupations, and ages of the nominees as of the date of the Annual Meeting, the year each first became a director of International Paper, and the Board committees on which we anticipate they will serve as of the date of the Annual Meeting. Director Board Committees Name Primary Occupation Age Since A&F GOV MDCC PP&E Christopher M. Connor Retired Chairman and Chief Executive Officer, The 65 2017 Independent Sherwin-Williams Company Ahmet C. Dorduncu Chief Executive Officer, Akkök Group 67 2011 Independent Ilene S. Gordon Retired Chairman, President and Chief Executive Presiding Director 67 2012 Officer, Ingredion Incorporated Independent Anders Gustafsson Chief Executive Officer, Zebra 60 2019 Independent Technologies Corporation Jacqueline C. Hinman Retired Chairman, President and Chief Executive 59 2017 Independent Officer, CH2M HILL Companies, Ltd. Clinton A. Lewis, Jr. Former Executive Vice President and Group Independent President, Int’l Operations, Commercial 54 2017 Development, Global Genetics and PHARMAQ, Zoetis Inc. DG Macpherson NEW Chairman of the Board and Chief Executive Officer, 53 2021 Independent W.W. Grainger, Inc. Kathryn D. Sullivan Senior Fellow, Potomac Institute for Policy Studies Independent and Ambassador-at-Large, Smithsonian National Air 69 2017 & Space Museum Mark S. Sutton Chairman and Chief Executive Officer, International 59 2014 Paper Company Anton V. Vincent NEW President, Mars Wrigley North America 56 2021 Independent Ray G. Young Executive Vice President and Chief Financial Officer, 59 2014 Independent Archer-Daniels-Midland Company A&F GOV MDCC PP&E Member Committee Chair Audit and Finance Governance Management Development Public Policy and Compensation and Environment www.internationalpaper.com 5 Board Snapshot Average Tenure Is 4.1 Years Diversity of Experience and Background Connor 3 Environment, Current or Sustainability, Dorduncu 10 Former CEO 73% Public Policy 91% Gordon 8 Supply Gustafsson 2 Manufacturing 91% Chain 83% Hinman 3 Lewis 3 International Operations 100% Technology 100% Macpherson NEW 0 Sullivan 4 Finance, Accounting 100% Marketing 100% Sutton 6 Vincent NEW 0 Strategic Planning 100% Young 6 Corporate Governance Highlights We believe sound corporate governance is critical to achieving business success and serves the best interests of our shareowners.