International Paper (IP) Proxy filing summary

Executive summary

• Announced strategic separation into two independent, publicly traded companies focused on North America and EMEA, expected to complete in 12–15 months.

• Completed DS Smith acquisition and Global Cellulose Fibers business divestiture, sharpening focus on sustainable packaging.

• Achieved 37% year-over-year adjusted EBITDA growth in North America and significant margin expansion in 2025.

• Maintained a strong balance sheet and returned $977 million to shareholders via dividends.

• Leadership transitions included new CFO, CHRO, and board member with DS Smith integration expertise.

Voting matters and shareholder proposals

• Shareholders to vote on election of 11 directors, ratification of Deloitte & Touche LLP as independent auditor for 2026, and a non-binding say-on-pay resolution for executive compensation.

• Board recommends voting FOR all proposals.

• Proxy access allows shareholders with 3%+ ownership for 3 years to nominate directors.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; refreshed with five new directors in the past five years.

• Adopted a 12-year director term limit policy effective December 31, 2026, replacing the previous mandatory retirement age.

• Board committees include Audit and Finance, Governance, Management Development and Compensation, and Safety, Technology and Sustainability.

• Annual board and committee self-assessments, robust director qualification criteria, and ongoing director education.

• Strong shareowner rights: annual elections, majority voting, right to call special meetings, act by written consent, and proxy access.