01—Abstract
Summary
Summary of the 8-K filed May 23, 2024. Cited figures are marked; the original filing is the authoritative source.
International Paper Company filed this Form 8-K on May 23, 2024 to report board changes.
Ilene S. Gordon resigned from the Board of Directors effective May 21, 2024. The filing states her resignation was not due to any disagreement with the Company on its operations, policies, or practices.
The Board elected Jamie A. Beggs and Scott A. Tozier as independent directors effective May 21, 2024, and appointed both to the Audit and Finance and Public Policy and Environment committees.
Following these changes, the Board consists of 11 members, nine of whom are independent. The filing states that the Board determined both new directors meet New York Stock Exchange independence requirements and the Board's more rigorous independence standards. It also states that there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Their compensation will be consistent with that of other non-employee directors, including an eligible annual grant of Company stock under the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors. Exhibit 99.1 is a press release issued May 23, 2024 announcing the director changes. The release states that Ms. Gordon retired citing personal and health reasons, and it describes the backgrounds of Ms. Beggs, currently SVP and CFO of Avient Corporation, and Mr. Tozier, a strategic advisor at Albemarle Corporation and its former EVP and CFO.
The release also notes that at its May 14, 2024 meeting the Board appointed Clinton A. Lewis, Jr., as chair of the Governance Committee.
02—Key points
Key Highlights
- Ilene S. Gordon resigned from the Board effective May 21, 2024, with the filing stating no disagreement with the Company on operations, policies, or practices.
- Jamie A. Beggs (age 47) and Scott A. Tozier (age 58) were elected as independent directors effective May 21, 2024.
- The Board now has 11 members, nine of whom are independent.
- Both new directors were appointed to the Audit and Finance and Public Policy and Environment committees.
- Ms. Beggs is SVP and CFO of Avient Corporation; Mr. Tozier is a strategic advisor at Albemarle Corporation and its former EVP and CFO (2011–2023).
- The Board appointed Clinton A. Lewis, Jr., as chair of the Governance Committee at its May 14, 2024 meeting, per the press release.
- The filing states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K for the new directors.
03—Questions
Frequently Asked Questions
Why did Ilene S. Gordon leave the Board?
The 8-K states her resignation was not due to any disagreement with the Company on operations, policies, or practices. The accompanying press release says she retired from the Board citing personal and health reasons, effective May 21, 2024.
Who are the new directors and what are their backgrounds?
Jamie A. Beggs, 47, is Senior Vice President and Chief Financial Officer of Avient Corporation. Scott A. Tozier, 58, is a strategic advisor at Albemarle Corporation and previously served as its Executive Vice President and Chief Financial Officer from 2011 to 2023. Both are certified public accountants.
How does the change affect the Board's independence?
The Board states that it now consists of 11 members, nine of whom are independent. The Board determined that Ms. Beggs and Mr. Tozier meet NYSE independence requirements and the Board's more rigorous independence standards.
When do the new directors' terms expire and how are they compensated?
Ms. Beggs' and Mr. Tozier's terms as independent directors expire at the annual shareowners meeting in May 2025. They are eligible for an annual grant of Company stock under the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors, with compensation consistent with other non-employee directors as described in the April 2, 2024 proxy statement.
Did the selection of the new directors involve any agreements?
The filing states that the selection of Ms. Beggs and Mr. Tozier was not pursuant to any agreement or understanding between them and any other person, and that there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue