International Paper 8-K 2026-05-11

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

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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.

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.

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.

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.