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): July 8, 2014
International Paper Company
(Exact name of registrant as specified in its charter)
Commission file number 1-3157
| New York | 13-0872805 | |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
| 6400 Poplar Avenue, Memphis, Tennessee | 38197 | |
| (Address of principal executive offices) | (ZIP Code) | |
Registrant’s telephone number, including area code: (901) 419-7000
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:
| ¨ | 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)) |
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 July 8, 2014, the Management Development and Compensation Committee of the Board of Directors of International Paper Company (the “Company”) approved the following new compensation amounts for Mark S. Sutton, effective June 1, 2014, to reflect his appointment as President and Chief Operating Officer of the Company:
| • | Base salary of $950,000 (increase of 27.7%); |
| • | Target short-term (annual) incentive compensation under the Company’s Management Incentive Plan, or MIP, of $803,700 (increase of 28.6%); and |
| • | Target long-term incentive compensation under the Company’s Performance Share Plan, or PSP, of $2,836,500 (increase of 42.4%). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| International Paper Company | ||||||||||
| Date: July 8, 2014 | By: | /s/ SHARON R. RYAN | ||||||||
| Name: | Sharon R. Ryan | |||||||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||||||
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