International Paper (IP) shareowners approve directors, auditor and pay at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
International Paper Company reported the results of its 2026 annual meeting of shareowners. Of 529,486,211 common shares outstanding on the March 12, 2026 record date, 480,640,962 shares were represented in person or by proxy, establishing a quorum.
Shareowners elected 11 directors to one-year terms, with each nominee receiving substantially more votes "For" than "Against". They also ratified Deloitte & Touche LLP as independent auditor for 2026 and approved, on a non-binding basis, the compensation of the company’s named executive officers.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares outstanding on record date: 529,486,211 shares
Shares represented at meeting: 480,640,962 shares
Auditor ratification For votes: 469,081,312 votes
+4 more
7 metrics
Shares outstanding on record date
529,486,211 shares
Common stock outstanding and entitled to vote as of March 12, 2026
Shares represented at meeting
480,640,962 shares
Shares present in person or by proxy at 2026 annual meeting
Auditor ratification For votes
469,081,312 votes
Votes For Deloitte & Touche LLP as 2026 independent auditor
Auditor ratification Against votes
11,291,145 votes
Votes Against Deloitte & Touche LLP as 2026 independent auditor
Say-on-pay For votes
442,112,331 votes
Votes For non-binding resolution on named executive officer compensation
Say-on-pay broker non-votes
26,216,408 votes
Broker non-votes on executive compensation advisory proposal
Highest director For votes
451,694,836 votes
For votes for director nominee Jamie A. Beggs
Key Terms
broker non-votes, quorum, non-binding resolution, Named Executive Officers, +1 more
5 terms
broker non-votes financial
"Broker Non-Votes Jamie A. Beggs | 451,694,836 | 2,455,913 | 273,805 | 26,216,408"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"480,640,962 shares of Common Stock were present ... constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
non-binding resolution financial
"Item 3: Non-binding Resolution to Approve the Compensation of our Named Executive Officers"
Named Executive Officers financial
"Non-binding Resolution to Approve the Compensation of our Named Executive Officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent auditor financial
"ratification of Deloitte & Touche LLP as our Independent Auditor for 2026"
An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 11, 2026
(Exact name of registrant as specified in its charter)
Commission file number 1-3157
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant's telephone number, including area code: (901 ) 419-9000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $1 per share par value | IPC | London Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2026, the Company held its 2026 annual meeting of shareowners (the “Company Annual Meeting”). At the Company Annual Meeting, holders of the Company’s shares of common stock, par value $1.00 per share (the “Common Stock”), approved the proposals described in the 2026 Proxy Statement.
Of the 529,486,211 shares of Common Stock outstanding on the record date (March 12, 2026) and entitled to vote at the Company Annual Meeting, holders of 480,640,962 shares of Common Stock were present at the Company Annual Meeting in person or by proxy, constituting a quorum.
The voting results at the Company Annual Meeting were as follows:
Item 1: Election of 11 Directors
Shareowners approved the proposal to elect each of the following 11 nominees as directors, to serve a term of one year ending the earlier of (i) the Company’s 2027 annual meeting of shareowners and the date a qualified successor has been elected or (ii) death, resignation or retirement.
Director Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||
Jamie A. Beggs | 451,694,836 | 2,455,913 | 273,805 | 26,216,408 | ||||||||||
Christopher M. Connor | 445,295,315 | 8,869,315 | 259,924 | 26,216,408 | ||||||||||
Ahmet C. Dorduncu | 444,426,468 | 9,731,820 | 266,266 | 26,216,408 | ||||||||||
Anders Gustafsson | 450,805,888 | 3,368,166 | 250,500 | 26,216,408 | ||||||||||
Jacqueline C. Hinman | 444,524,262 | 9,414,494 | 485,798 | 26,216,408 | ||||||||||
Clinton A. Lewis, Jr. | 436,740,282 | 17,421,581 | 262,691 | 26,216,408 | ||||||||||
David A. Robbie | 451,684,616 | 2,473,834 | 266,104 | 26,216,408 | ||||||||||
Andrew K. Silvernail | 440,396,861 | 13,737,702 | 289,991 | 26,216,408 | ||||||||||
Kathryn D. Sullivan | 445,916,981 | 8,269,190 | 238,383 | 26,216,408 | ||||||||||
Scott A. Tozier | 450,747,593 | 3,412,997 | 263,964 | 26,216,408 | ||||||||||
Anton V. Vincent | 445,835,828 | 8,071,251 | 517,475 | 26,216,408 | ||||||||||
Item 2: Ratification of Deloitte & Touche LLP as our Independent Auditor for 2026
Shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2026.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 469,081,312 | 11,291,145 | 268,505 | 0 | ||||||||
Item 3: Non-binding Resolution to Approve the Compensation of our Named Executive Officers
Shareowners approved the non-binding resolution to approve the compensation of our Named Executive Officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 442,112,331 | 11,656,152 | 656,071 | 26,216,408 | ||||||||
Exhibit Number | Description | |||||||
104 | The cover page from this Current Report on Form 8-K, formatted as inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| International Paper Company | ||||||||||||||
| Date: | May 11, 2026 | By: | /s/ Joseph R. Saab | |||||||||||
| Name: | Joseph R. Saab | |||||||||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||
FAQ
Were all International Paper (IP) director nominees elected in 2026?
Yes. All 11 director nominees were elected to one-year terms ending at the 2027 annual meeting or earlier under specified conditions. Each nominee, such as Jamie A. Beggs and Scott A. Tozier, received significantly more "For" votes than "Against" votes from shareowners.
What is the term of the directors elected at International Paper’s 2026 meeting?
Each of the 11 elected directors will serve for a one-year term ending at the company’s 2027 annual meeting of shareowners and the date a qualified successor has been elected, or earlier upon death, resignation, or retirement, as specified in the meeting disclosure.