International Paper Company (NYSE:IP) Files An 8-K Regulation FD DisclosureItem 5.02 of this Report, including the exhibit, is being furnished to Item 5.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July11, 2017, the Board of Directors (the “Board”) of International Paper Company (the “Company”) elected Christopher M. Connor as a director and assigned him to its Audit and Finance Committee and its Management Development and Compensation Committee, effective October1, 2017. Mr.Connor’s term as a director will expire at the annual meeting of the Company’s stockholders in May 2018, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr.Connor, the size of the Board will be 13 members.
Mr.Connor, age 61, retired as Executive Chairman of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, in December 2016 and as its Chairman and Chief Executive Officer in December 2015. He had served as its Chairman and Chief Executive Officer since 2000 and as its Chief Executive Officer since 1999. He joined The Sherwin Williams Company in 1983. Mr.Connor is Chairman of the Rock& Roll Hall of Fame in Cleveland, Ohio, and serves on the board of directors of Eaton Corporation plc., a power management company, and of Yum! Brands, Inc., owner of the KFC, Pizza Hut and Taco Bell restaurant brands.
The Board of Directors has determined that Mr.Connor is independent, meets the applicable independence requirements of the New York Stock Exchange and the Board’s more rigorous standards for determining director independence. There have been no transactions since January1, 2016, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which he or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.
The selection of Mr.Connor was not to any arrangement or understanding between him and any other person. The Governance Committee of the Board of Directors recommended him to the full Board as a nominee for election. A third-party business leadership recruiting firm engaged by the Governance Committee provided assistance in identifying him as a potential Board candidate.
Mr.Connor will be compensated in accordance with previously disclosed compensation programs for the Company’s non-management (outside) directors.
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SECTION 7.REGULATION FD.
Item 5.02.Regulation FD Disclosure.
On July14, 2017, the Company issued a press release announcing the director election described above under Item 5.02. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the press release.
SECTION 9.FINANCIAL STATEMENTS AND EXHIBITS.
Item 5.02.Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit Number |
Description |
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99.1 |
Press Release of International Paper Company dated July14, 2017. |
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INTERNATIONAL PAPER CO /NEW/ ExhibitEX-99.1 2 d418949dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 INTERNATIONAL PLACE 6400 POPLAR AVENUE MEMPHIS,…To view the full exhibit click here
About International Paper Company (NYSE:IP)
International Paper Company (International Paper) is a paper and packaging company with primary markets and manufacturing operations in North America, Europe, Latin America, Russia, Asia, Africa and the Middle East. The Company operates in three segments: Industrial Packaging, Printing Papers and Consumer Packaging. It is a manufacturer of containerboard in the United States. Its products include whitetop, recycled linerboard and saturating kraft. It is the producer of printing and writing papers. The products in Printing Papers segment include uncoated papers and pulp. Its uncoated papers engage in the business of producing papers for use in copiers, desktop and laser printers and digital imaging. Its uncoated papers are sold under private label and International Paper brand names that include Hammermill, Springhill, Ballet, Pol and Svetocopy. Its Everest, Fortress, and Starcote brands are used in packaging applications for everyday products, such as food and tobacco products.