01—Abstract
Summary
Summary of the 8-K filed May 16, 2024. Cited figures are marked; the original filing is the authoritative source.
International Paper Company's Board of Directors elected Andrew K.
Silvernail to the Board effective immediately on May 14, 2024, bringing the Board to 10 members. His term as an executive director expires at the 2025 annual meeting of shareowners, when his continued service will be subject to renomination and shareowner approval. The filing states that Mr. Silvernail, 53, became Chief Executive Officer effective May 1, 2024, that he will not be compensated for his service as a director, and that he will not serve on any standing Board committee.
The Governance Committee recommended him, and the filing states there were no related party transactions requiring disclosure. At the annual meeting of shareowners held May 13, 2024, shareowners approved the International Paper Company 2024 Long-Term Incentive Compensation Plan, which replaces the Amended and Restated 2009 Incentive Compensation Plan and has an effective date of May 13, 2024. The plan reserves 9,250,000 shares of common stock plus shares underlying awards outstanding under the 2009 Plan as of the effective date.
Shareowners re-elected all nine director nominees for one-year terms, ratified Deloitte & Touche LLP as independent auditor for 2024, and approved the non-binding say-on-pay resolution. Approximately 87%a quorum was present, with 300,942,051 of 347,322,081 outstanding shares represented. Two shareowner proposals were not approved: one on shareowner votes on excessive golden parachutes (90,373,555 for, 171,209,296 against) and one requesting a report on LGBTQ+ equity and inclusion efforts (55,836,235 for, 191,306,725 against).
02—Key points
Key Highlights
- Andrew K. Silvernail, 53, was elected to the Board effective May 14, 2024, expanding it to 10 members; he became CEO effective May 1, 2024.
- Mr. Silvernail will serve as an executive director without compensation for his Board service and will not sit on any Board standing committee.
- Shareowners approved the 2024 Long-Term Incentive Compensation Plan, effective May 13, 2024, replacing the 2009 Plan and reserving 9,250,000 shares plus shares underlying outstanding 2009 Plan awards.
- All nine director nominees were elected for one-year terms, with for votes ranging from 237,542,545 to 258,325,147 per nominee.
- Shareowners ratified Deloitte & Touche LLP as independent auditor for 2024 with 282,159,768 votes for and 18,256,156 against.
- The non-binding say-on-pay resolution received 251,159,999 votes for and 10,662,110 against.
- Two shareowner proposals failed: one on golden parachute votes (171,209,296 against) and one on an LGBTQ+ equity and inclusion report (191,306,725 against).
03—Questions
Frequently Asked Questions
Who is Andrew K. Silvernail and what role does he hold?
Mr. Silvernail, 53, was elected to the Board on May 14, 2024, and became Chief Executive Officer of International Paper effective May 1, 2024, as previously disclosed in a Form 8-K filed March 19, 2024. He serves as an executive director whose term expires at the 2025 annual meeting.
Will Mr. Silvernail receive additional pay for serving on the Board?
No. The filing states that Mr. Silvernail will not be compensated for his service as an executive director. His CEO compensation was previously disclosed in the March 19, 2024 Form 8-K.
What does the 2024 Long-Term Incentive Compensation Plan provide?
The plan, approved by shareowners at the May 13, 2024 annual meeting, replaces the 2009 Plan and is administered by the Management Development and Compensation Committee, which is wholly comprised of independent directors. It authorizes restricted stock units, restricted stock, deferred stock units, performance awards, substitute awards, stock options, and stock appreciation rights, with 9,250,000 shares reserved plus shares underlying outstanding 2009 Plan awards.
Did shareowners support executive pay and the auditor?
Yes. Shareowners approved the non-binding say-on-pay resolution with 251,159,999 votes for and 10,662,110 against, and ratified Deloitte & Touche LLP as independent auditor for 2024 with 282,159,768 votes for and 18,256,156 against.
Which shareowner proposals were voted on and what were the results?
Shareowners did not approve a proposal on shareowner opportunity to vote on excessive golden parachutes, which received 90,373,555 for and 171,209,296 against. They also did not approve a proposal requesting a report on LGBTQ+ equity and inclusion efforts, which received 55,836,235 for and 191,306,725 against.
04—Continue