International Paper Co. Files Definitive Proxy Statement (DEF 14A)

Ticker: INPAP · Form: DEF 14A · Filed: Apr 2, 2024 · CIK: 51434

International Paper Co /New/ DEF 14A Filing Summary
FieldDetail
CompanyInternational Paper Co /New/ (INPAP)
Form TypeDEF 14A
Filed DateApr 2, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$260 million, $840 million, $6.4 billion, $382 million, $2.2 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, International Paper, Executive Compensation, Shareholder Meeting

TL;DR

<b>International Paper Co. has filed its Definitive Proxy Statement (DEF 14A) on April 2, 2024, for the fiscal year ending December 31, 2024.</b>

AI Summary

INTERNATIONAL PAPER CO /NEW/ (INPAP) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Filing date: 2024-04-02. Reporting period: Fiscal year ending 2024-12-31. Company name: INTERNATIONAL PAPER CO /NEW/. SIC code: 2621 (PAPER MILLS).

Why It Matters

For investors and stakeholders tracking INTERNATIONAL PAPER CO /NEW/, this filing contains several important signals. This filing is a standard regulatory requirement for publicly traded companies to provide shareholders with information regarding annual meetings, executive compensation, and voting matters. The DEF 14A filing contains detailed information about executive compensation, stock awards, and changes in pension values, which are crucial for shareholder understanding and voting decisions.

Risk Assessment

Risk Level: low — INTERNATIONAL PAPER CO /NEW/ shows low risk based on this filing. The filing is a routine DEF 14A, indicating no immediate material events or significant changes requiring a higher risk assessment.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

  • 2024-04-02 — Filing Date (DEF 14A)
  • 2024-12-31 — Fiscal Year End (Reporting Period)
  • 2023-01-01 — Start Date (Financial Data)
  • 2023-12-31 — End Date (Financial Data)

Key Players & Entities

  • INTERNATIONAL PAPER CO /NEW/ (company) — Filer
  • 0000051434 (company) — Central Index Key
  • 2621 (company) — Standard Industrial Classification
  • NY (company) — State of Incorporation
  • 130872805 (company) — IRS Number
  • 6400 POPLAR AVENUE (company) — Business Address Street 1
  • MEMPHIS (company) — Business Address City
  • TN (company) — Business Address State

FAQ

When did INTERNATIONAL PAPER CO /NEW/ file this DEF 14A?

INTERNATIONAL PAPER CO /NEW/ filed this Proxy Statement (DEF 14A) with the SEC on April 2, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by INTERNATIONAL PAPER CO /NEW/ (INPAP).

Where can I read the original DEF 14A filing from INTERNATIONAL PAPER CO /NEW/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by INTERNATIONAL PAPER CO /NEW/.

What are the key takeaways from INTERNATIONAL PAPER CO /NEW/'s DEF 14A?

INTERNATIONAL PAPER CO /NEW/ filed this DEF 14A on April 2, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Filing date: 2024-04-02. Reporting period: Fiscal year ending 2024-12-31.

Is INTERNATIONAL PAPER CO /NEW/ a risky investment based on this filing?

Based on this DEF 14A, INTERNATIONAL PAPER CO /NEW/ presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating no immediate material events or significant changes requiring a higher risk assessment.

What should investors do after reading INTERNATIONAL PAPER CO /NEW/'s DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions within the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does INTERNATIONAL PAPER CO /NEW/ compare to its industry peers?

International Paper operates in the paper and packaging industry, a sector influenced by global economic conditions, commodity prices, and environmental regulations.

Are there regulatory concerns for INTERNATIONAL PAPER CO /NEW/?

As a public company, International Paper is subject to SEC regulations, including the requirement to file comprehensive disclosure documents like the DEF 14A.

Industry Context

International Paper operates in the paper and packaging industry, a sector influenced by global economic conditions, commodity prices, and environmental regulations.

Regulatory Implications

As a public company, International Paper is subject to SEC regulations, including the requirement to file comprehensive disclosure documents like the DEF 14A.

What Investors Should Do

  1. Analyze the compensation packages for named executive officers.
  2. Review any proposals to be voted on at the shareholder meeting.
  3. Examine the company's governance practices as detailed in the filing.

Key Dates

  • 2024-04-02: Filing Date — Filing of Definitive Proxy Statement (DEF 14A)
  • 2024-05-13: Period of Report — Indicates the period the filing pertains to
  • 2023-12-31: Fiscal Year End — The end date of the company's most recent fiscal year

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No direct comparison to a prior filing's specific financial or operational metrics is possible from this header information alone.

Filing Stats: 4,374 words · 17 min read · ~15 pages · Grade level 15.4 · Accepted 2024-04-02 11:06:31

Key Financial Figures

  • $260 million — g a Better IP initiatives, we delivered $260 million of earnings benefits in 2023, exceeding
  • $840 million — idend policy and returned approximately $840 million to our shareowners. In terms of cash re
  • $6.4 billion — ses, this brings our five-year total to $6.4 billion. As we previously announced, after ser
  • $382 million — Challenging Environment We generated $382 million of Earnings from Continuing Operations
  • $2.2 billion — and Equity Earnings (GAAP) and achieved $2.2 billion of Adjusted EBITDA 1 Returned approxi
  • $840 Million — usted EBITDA 1 Returned approximately $840 Million of Cash to Shareowners Maintained a
  • $20M — g waste diverted was beneficially used $20M contributed to charitable organizatio
  • $20 million — needs. To that end, in 2023 we invested $20 million to address critical needs in our local

Filing Documents

Election of 9 Directors

ITEM 1 Election of 9 Directors 13 How We Build the Right Board for Our Company 14 Our Nominees 17 Corporate Governance 23 How the Board Operates 23 Board Oversight of the Company 30 Independence of Directors 33 Transactions with Related Persons 35 Commitment to Sound Corporate Governance and Ethical Conduct 36 Director Compensation 38

Ratify Deloitte & Touche LLP as Our Independent Auditor for 2024

ITEM 2 Ratify Deloitte & Touche LLP as Our Independent Auditor for 2024 42

Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers

ITEM 3 Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers 46 Compensation Discussion & Analysis 47 Executive Summary 49

Executive Compensation Tables

Executive Compensation Tables 78 Summary Compensation Table 78 Other Grants of Plan-Based Awards During 2023 80 Outstanding Equity Awards at December 31, 2023 82 Stock Vested in 2023 83 Pension Benefits in 2023 83 Nonqualified Deferred Compensation in 2023 86 Post-Employment Termination Benefits 87 Pay Versus Performance 93 CEO Pay Ratio 97

Approval of 2024 Long-Term Incentive Compensation Plan

ITEM 4 Approval of 2024 Long-Term Incentive Compensation Plan 99 109 ITEM5 Shareowner Proposal Concerning Shareowner Opportunity to Vote on Excessive Golden Parachutes 112 ITEM6 Shareowner Proposal Concerning a Report on the Company's LGBTQ+ Equity and Inclusion Efforts 116 Delinquent Section 16(a) Reports 119 Information About the Annual Meeting 120 Appendix A – 2024 Long-Term Incentive Compensation Plan A-1 Appendix B – Reconciliations of Non-GAAP Measures B-1 Index of Frequently Requested Information Our Commitment to Sustainability 6 Summary of Director Nominees' Core Competencies 16 Board Policies and Practices 24 Proxy Access 30 Information Security 32 2023 Incentive Plan Design Overview With Metrics and Weightings 52 How and Why We Choose Our Performance Metrics 61 NEO Compensation 68 Pay Versus Performance 93 How do I attend the annual meeting? 120 2\ International Paper 2024 Proxy Statement Table of Contents Forward-Looking Statements. Certain statements in this proxy statement that are not historical in nature may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects", "anticipates", "believes", "estimates" and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and reflect management's current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Moreover, any targets or goals with respect to climate change or other ESG matters discussed herein or in our sustainability reports as noted below are forward-looking statements and may be aspirational. These targets or goals are not guarantees of future results, and involve assumptions and known and unknown risks and uncertainties, some of which are beyond ou

: Election of Directors / How We Build the Right Board for Our Company

Item 1: Election of Directors / How We Build the Right Board for Our Company How We Build the Right Board for Our Company Director Qualification Criteria We seek director candidates with ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values. Our Board has adopted Director Qualification Criteria and Independence Standards, which it uses to evaluate new director candidates and incumbent directors. The Governance Committee of our Board is responsible for recommending, screening, and evaluating qualified director nominees for election to the Board. The Governance Committee also considers whether a candidate demonstrates the following: The highest level of personal and professional ethics, reputation, integrity and values; Commitment to the Company's mission an

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