01—Abstract
Summary
Summary of the 8-K filed July 17, 2026. Cited figures are marked; the original filing is the authoritative source.
International Paper's Board of Directors appointed Katherine Collins and Lori J.
Ryerkerk as independent directors, effective October 1, 2026. Their terms run until the annual meeting of shareowners in May 2027, when the Board will nominate them for re-election. With these appointments, the Board will have 13 members, 12 of whom are independent.
The Board determined that both nominees meet New York Stock Exchange independence requirements and the Board's more rigorous independence standards, and the filing states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. Committee assignments will be made at a later date. The filing also discloses that directors Dr. Kathryn D.
Sullivan and Ahmet C. Dorduncu intend to retire from the Board effective December 31, 2026. The filing states that their retirements are not due to any disagreement with the Company on its operations, policies, or practices.
The retirements follow amendments to the Corporate Governance Guidelines made in March 2026, which eliminated the mandatory director retirement age of 75, effective December 31, 2026, and adopted a 12-year director term limit. The filing attaches Exhibit 99.1, a press release dated July 17, 2026, announcing the board changes.
The release describes Ms. Collins as a former Head of Sustainable Investing at Putnam Investments and Ms. Ryerkerk as former Chairman, President and CEO of Celanese Corporation. Ms. Ryerkerk's compensation as a director will be prorated from October 1, 2026, consistent with the non-employee director program described in the proxy statement filed March 27, 2026.
02—Key points
Key Highlights
- Katherine Collins and Lori J. Ryerkerk appointed as independent directors effective October 1, 2026, with terms expiring at the May 2027 shareowner meeting.
- Board will consist of 13 members, 12 of whom are independent, following the appointments.
- Directors Dr. Kathryn D. Sullivan and Ahmet C. Dorduncu plan to retire effective December 31, 2026; the filing states the retirements are not due to any disagreement with the Company.
- Corporate Governance Guidelines amended in March 2026 to eliminate the mandatory retirement age of 75 (effective December 31, 2026) and adopt a 12-year director term limit.
- Ms. Collins brings investment and sustainable investing experience, including building a sustainable investment platform at Putnam Investments to more than $10 billion in assets.
- Ms. Ryerkerk brings executive experience from Celanese Corporation, where she led the $11 billion acquisition of DuPont's Mobility & Materials business, and currently serves on the boards of Norfolk Southern, Cencora and Eaton.
- Committee appointments for the new directors will be made at a later date.
03—Questions
Frequently Asked Questions
When do the new directors take their seats, and how long will they serve?
Katherine Collins and Lori J. Ryerkerk join the Board effective October 1, 2026. Their terms as independent directors expire at the annual meeting of shareowners in May 2027, when the Board will nominate them for re-election.
Are the new directors independent?
Yes. The Board determined that both Ms. Collins and Ms. Ryerkerk are independent, meeting the New York Stock Exchange requirements and the Board's more rigorous independence standards. The filing states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Why are Dr. Sullivan and Mr. Dorduncu leaving the Board?
They plan to retire from Board service effective December 31, 2026, in accordance with the Corporate Governance Guidelines amended in March 2026. The filing states that their retirements are not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.
How will the new directors be compensated?
They are eligible for an annual cash and equity retainer under the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors. Their compensation will be prorated from October 1, 2026, and is consistent with the director compensation program described in the proxy statement filed March 27, 2026.
04—Continue