01—Abstract
Summary
Summary of the 8-K filed May 14, 2025. Cited figures are marked; the original filing is the authoritative source.
International Paper Company reported two items in this Current Report.
First, on May 12, 2025, the Management Development and Compensation Committee of the Board approved Amendment No. 9 to the International Paper Company Pension Restoration Plan for Salaried Employees. The plan pays supplemental pension benefits from the Company's general assets when a participant's full accrued benefit cannot be paid from the tax-qualified plan trust. Benefits under the plan have been frozen since December 31, 2018.
Amendment No. 9 lets participants in the global cellulose fibers business, immediately before the planned divestiture of that business, keep earning service and qualify for early retirement as long as they remain employed by the acquiring company. The filing states that the amendment benefits Clayton R. Ellis, senior vice president, global cellulose fibers and a named executive officer.
Second, at the May 12, 2025 annual meeting of shareowners, holders of 462,222,089 of the 527,875,740 common shares outstanding on the March 14, 2025 record date were present in person or by proxy, which constituted a quorum. Shareowners elected all 11 director nominees to one-year terms, ratified Deloitte & Touche LLP as independent auditor for 2025, and approved the non-binding resolution on named executive officer compensation.
They did not approve the non-binding shareowner proposal requesting a report on the Company's LGBTQIA+ equity and inclusion efforts. The filing also lists Exhibit 10.1, the full text of Amendment No. 9, and the cover page interactive data file.
02—Key points
Key Highlights
- Amendment No. 9 to the Pension Restoration Plan was approved May 12, 2025, and lets cellulose fibers employees keep earning service and qualify for early retirement after the planned divestiture, provided they stay with the acquirer.
- The amendment benefits Clayton R. Ellis, senior vice president, global cellulose fibers and a named executive officer in the 2025 proxy statement.
- Benefits under the Pension Restoration Plan have been frozen since December 31, 2018.
- Holders of 462,222,089 shares were present at the annual meeting, of 527,875,740 shares outstanding on the March 14, 2025 record date, establishing a quorum.
- All 11 director nominees were elected, with the lowest 'For' count being Clinton A. Lewis, Jr. at 384,886,912 votes against 44,862,160.
- Shareowners ratified Deloitte & Touche LLP as independent auditor for 2025, with 450,810,149 votes for and 10,996,949 against.
- Shareowners approved the non-binding say-on-pay resolution (417,316,776 for, 12,007,656 against) but rejected the LGBTQIA+ equity and inclusion report proposal (27,910,701 for, 398,849,110 against).
03—Questions
Frequently Asked Questions
What does Amendment No. 9 to the Pension Restoration Plan change?
It allows participants who work in the global cellulose fibers business immediately before the planned divestiture to keep earning service time and to qualify for early retirement, as long as they remain employed by the acquiring company.
Who is directly affected by the amendment?
The filing states that the amendment benefits Clayton R. Ellis, senior vice president, global cellulose fibers, who is a named executive officer in the 2025 proxy statement filed April 1, 2025.
How is the Pension Restoration Plan funded and what is its status?
The plan provides supplemental pension benefits from the Company's general assets when full accrued benefits cannot be paid from the tax-qualified plan trust. Benefits accrued under the plan were frozen effective December 31, 2018.
Did shareowners approve the board and executive pay proposals at the 2025 annual meeting?
Yes. All 11 director nominees were elected to one-year terms, and shareowners approved the non-binding resolution on named executive officer compensation with 417,316,776 votes for and 12,007,656 against. Shareowners also ratified Deloitte & Touche LLP as independent auditor for 2025.
What happened to the shareowner proposal on LGBTQIA+ equity and inclusion?
The non-binding proposal requesting a report on the Company's LGBTQIA+ equity and inclusion efforts was not approved, with 27,910,701 votes for, 398,849,110 against, and 3,518,560 abstentions.
04—Continue