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20202021 Proxy Statement

Table of Contents

Matters to be Acted upon at the 20202021 Annual Meeting

Shareowner Proposal to Reduce Ownership Threshold for Special Shareowner Meetings Shareowner Proposal to Reduce Ownership Threshold for Shareowners to Request Action by Written Consent The shareowner proposal to reduce the ownership threshold for shareowners to request action by written consent to 10 percent will be approved if a majority of a quorum at the annual meeting is voted “for” the proposal. You may vote “for” or “against” the shareowner proposal, or you may “abstain” from voting. “Abstentions” and broker non-votes will have the same effect as votes against this shareowner proposal. We expect the following shareowner proposal to be presented at the annual meeting. Upon request, we will promptly provide any shareowner with the name, address and number of shares held by the shareowner making this proposal. The Company is not responsible for the contents of this shareowner proposal or any supporting statement. The shareowner proposal will be approved if a majority of a quorum at the annual meeting is voted “for” the proposal. You may vote “for” or “against” the shareowner proposal, or you may “abstain” from voting. “Abstentions” will have the same effect as votes against this shareowner proposal because they are considered votes present for purposes of a quorum on the vote. If you hold your shares in street name, your failure to indicate voting instructions to your bank or broker will cause your shares to be considered broker non-votes not entitled to vote with respect to Item 4. Broker non-votes will have the same effect as votes against this proposal because they are considered votes present for purposes of a quorum on the vote. The shareowner proposal to reduce the special shareowner meeting ownership threshold to 10 percent will be approved if amajority of a quorum at the annual meeting is voted “for” the proposal. You may vote “for” or “against” the shareowner proposal, or you may “abstain” from voting. “Abstentions” and broker non-votes will have the same effect as votes against this shareowner proposal.		Our Board of Directors unanimously recommends that you vote AGAINST this proposal.
We expect the following shareowner proposal to be presented at the annual meeting. Upon request, we will promptly provide any shareowner with the name, address and number of shares held by the shareowner making this proposal. The Company is not responsible for the contents of this shareowner proposal or any supporting statement. The shareowner proposal will be approved if a majority of a quorum at the annual meeting is voted “for” the proposal. You may vote “for” or “against” the shareowner proposal, or you may “abstain” from voting. “Abstentions” will have the same effect as votes against this shareowner proposal because they are considered votes present for purposes of a quorum on the vote. If you hold your shares in street name, your failure to indicate voting instructions to your bank or broker will cause your shares to be considered broker non-votes not entitled to vote with respect to Item 4. Broker non-votes will have the same effect as votes against this proposal because they are considered votes present for purposes of a quorom on the vote.

“Proposal 4 – MakeImprove Shareholder Right to Call Special Meeting More AccessibleWritten Consent

Resolved, Shareowners ask

Shareholders request that our board toof directors take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate ofenable 10% of our outstanding common stock the powershares to call a special shareowner meeting. Shareholders, in addition to our directors, will thus have a right to call a special meeting.

A special meeting allows shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. For instance Anders Gustafsson, who joined the Board in 2019, was rejected by 30-times as many shares as each of 6 other International Paper directors.

This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdison. This proposal topic, sponsored by William Steiner, also won 78% support at a Sprint annual meeting with 1.7 Billion yes-votes. Nuance Communications (NUAN) shareholders gave 94%-support in 2018 to a rule 14a-8 proposal calling for 10% of shareholders to call a special meeting.

The current stock ownership threshold of 20% can mean that more than 40% of shareholders must be contacted during a short window of time to simply call a special meeting. Plus many shareholders, who are convinced that a special meeting should be called, can make a small paperwork error that will disqualify them from counting toward the 20% ownership threshold that is needed for a special meeting.

Plus our shareholder rights are limited by the restricted International Paper version of the shareholder right to act by written consent. It could be called a self-destructive version of written consent. For instance 20% of shareholders must first deliver burdensome paperwork to simply ask thatrequest a record date be set and meanwhile they must give up their direct contact information.to initiate written consent.

Thus

Any action taken by written consent would still need more than 56% supermajority approval from the shares that normally cast ballots at the annual meeting. This 56% vote requirement gives substantial supermajority protection to management has a fish-in-a-barrel chance to try to convince a critical mass of the 20%that will remain unchanged.

Enabling 10% of shares that they should revoke their written consents. At the same time the depleted ranks of initialto apply for a record date for written consent makes sense because scores of companies do not even require 01% of stock ownership to do so little as request a record date.

Taking action by written consent is a means shareholders stillcan use to raise important matters outside the normal annual meeting cycle like the election of a new director. For instance shareholders might determine that the poorest performing director is in need of replacement. Mr. Ahmet Dorduncu received 20-times as many negative votes as two of his IP director peers.

With the near universal use of online annual shareholder meetings which can be only 10-minutes long, shareholders no longer have the burden of getting the support of 51% of sharesright for engagement with other shareholders, management and directors at a shareholder meeting. Special shareholder meetings can now be online meetings which has an inferior format to even a Zoom meeting.

Shareholders are also severely restricted in a limited amount of time.making their views known at online shareholder meetings because all challenging questions and comments can be screened out.

Stockholders proposals such as this have had a significant role in improving the governance rules of our company.

For instance International Paper adoptedGoodyear management turned an online shareholder meeting into a versionmute button meeting. Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 shareholder meeting to bar constructive criticism.

Plus the management at AT&T would not even allow the proponents of shareholder proxy access afterproposals to read their proposals by telephone at the 2020 AT&T online annual meeting.

Please see:

AT&T investors denied a dial-in as annual meeting goes online

https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928/

Imagine the control management like AT&T could have over an online special shareholder meeting.

Online meetings also give management a blank check to make false statements. For instance management at scores of 2020 online annual meetings falsely stated that there were no more shareholder questions. Shareholders were powerless to point out that their questions were not answered.

Please see:

Schwartz-Ziv, Miriam, How Shifting from In-Person to Virtual Shareholder Meetings Affects Shareholders’ Voice (August 16, 2020).

Available at SSRN: https://ssrn.com/abstract=3674998 or

http://dx.doi.org/10.2139/ssrn.3674998

Now more than ever shareholders need to have the option to take action outside of a shareholder proposal was received in 2016.

Any claim thatmeeting since online shareholder meetings are a shareholder right to call a special meeting can be costly - may be moot. When shareholders have a good reason to call a special meeting - our directors should be able to take positive responding action to make a special meeting unnecessary. This proposal deserves added attention due to the lackluster performance of our stock which was at $46 way back in 2007.engagement and management transparency wasteland.

Please vote yes:
Make

Proposal 4 — Improve Shareholder Right to Call Special Meeting More Accessible – Proposal 4”Written Consent

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Matters to be Acted upon at the 20202021 Annual Meeting

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20202021 Proxy Statement

Table of Contents

Matters to be Acted upon at the 20202021 Annual Meeting

We Have Established Governance Practices and Mechanisms to Ensure Accountability of the Board to Shareowners.The Company has a demonstrated commitment to best practices in corporate governance and accountability to our shareowners, which continues to make adoption of this proposal unnecessary. Our Board regularly reviews corporate governance trends and evaluates how best to apply these practices to the Company. In recommending that our shareowners vote against this proposal again, the Board believes that it is important to consider not only the fact that the Company already provides its shareowners with a meaningful special meeting right, but also the Company’s current governance practices. As an example:

●	Furthermore, the 20% threshold to initiate an action by written consent is consistent with the 20% threshold that must be met for our shareowners to call a special meeting. The Board believes that the threshold for acting by written consent should not be lower than that for calling a special meeting because similar implications apply where shareowners are seeking to act by written consent in lieu of a meeting or to call a special meeting in between our annual meetings. With respect to calling special meetings, in May 2010, we amended the Company’s By-Laws to permit shareowners owning 20% of the Company’s outstanding stock to call a special shareowner meeting upon written request to the Board. At each of our 2018, 2019 and 2020 annual meetings of shareowners, our shareowners voted against shareowner proposals which sought to give holders of 10% of our stock the power to call a special meeting of shareowners. Moreover, at our 2020 annual meeting, this shareowner proposal received the support of only 28% of the shares entitled to vote on such matter, and the percentage support in favor of this shareowner proposal declined each year over the period noted above. We benefit from extensive and regular feedback from our shareowners. Although we recognize that the Company’s large shareowners do not have uniform views regarding the appropriate threshold to initiate an action by written consent, we are not aware of any occasion (aside from this proposal) in connection with our shareowner engagement efforts where our shareowners have suggested that a reduced threshold is necessary or appropriate to enable shareowners to bring matters of concern to the Company’s attention. In this regard, we believe that there is a recognition among our shareowners that a lower threshold to act by written consent gives rise to the risks we have noted above, and the views of our shareowners as reflected during our shareowner engagement process inform our Board’s decision to oppose this proposal. We Have Established Governance Practices and Mechanisms To Ensure Accountability of the Board to Shareowners. The Company has demonstrated commitment to best practices in corporate governance and accountability to our shareowners, which makes adoption of this proposal unnecessary. Our Board regularly reviews corporate governance trends and evaluates how best to apply these practices to the Company. In recommending that our shareowners vote against this proposal, the Board believes that it is important to consider not only the fact that the Company already provides its shareowners with a meaningful ability to act by written consent, but also the Company’s current governance practices, which we believe give our shareowners multiple avenues to hold our leadership accountable. For example, in addition to providing shareowners with the right to action by written consent as noted above: •  All of our directors must be annually elected by majority vote.vote, with an associated director resignation policy.
●	In addition to providing•  We have adopted proxy access. •  We provide shareowners with the rights to call a special meetings, we also provide shareowners with a meaningful abilitymeeting. •  We have an active shareowner engagement program, which allows us to act by written consentbetter understand our shareowners’ priorities, perspectives and recently adopted proxy access, giving shareowners multiple avenues to hold our Board accountable.concerns.
●	•  Our Board continually focuses on its composition and evaluates the skills and qualifications of existing directors and the diversity of their background and experience with the desire for board refreshment, resulting in an average tenure for our director nominees of fewer than fiveapproximately four years.
●	The BoardCompany’s existing governance practices and Governance Committee also contemplate multiple dynamicsstructure and the right that promoteshareowners already have to act by written consent both enhance shareowner rights and advance diversity amongprotect against the membersrisk that a small minority of shareowners could detrimentally impact a majority of our Board.shareowners. We therefore believe that a 20% ownership threshold to initiate any action by written consent, and believe the adoption of this proposal is unnecessary and not in the best interests of the Company or its shareowners.

The Company’s existing governance practices and structure and the right that shareowners already have to call special meetings both enhance shareowner rights and protect against the risk that a small minority of shareowners could detrimentally impact a majority of our shareowners. Therefore, we continue to believe the adoption of this proposal is unnecessary and not in the best interests of the Company or its shareowners.

For these reasons, we recommend that you vote against this proposal.

For these reasons, we recommend that you voteagainstthis proposal.

Our Board of Directors unanimously recommends that you voteAGAINST AGAINSTthis proposal.

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Directors Standing for Election – Term Expiring in 20212022

The following 11 individuals are nominated for election at the 20202021 annual meeting. Each of these nominees is standing for election to serve a term that will expire in 2021.2022. In addition to biographical information and committee memberships as of the date of the annual meeting for each director nominee, we describe the specific experience, qualifications, attributes or skills that led our Board to conclude such person should serve as a director in light of the Company’s business.

Christopher M. Connor
	William J. Burns

	Independent Age: Age:6563 Director since:20172015	Committees ●Governance ●Public Policy •  Management Development and Environment Compensation (Chair) •  Audit and Finance   Key Skills & Experience
			Former CEO   Environment, Sustainability, Public Policy   Finance, Accounting	International Operations   Manufacturing   Marketing   Strategic Planning	Supply Chain   Technology

Biography
President of the Carnegie Endowment for International Peace, the oldest international affairs think tank in the United States, since February 2015. He served in the U.S. Department of State as Deputy Secretary of State from July 2011 to November 2014, as Under Secretary for Political Affairs from 2008 to July 2011, and as Ambassador to Russia from 2005 to 2008, among many other posts during his 33 years in the Foreign Service.

Board Qualifications
Ambassador Burns’s service as Deputy Secretary of State in the U.S. State Department, Under Secretary for Political Affairs and Ambassador to Russia, as well as numerous other posts during his 33 years in the Foreign Service, brings a unique and valuable perspective to the Board. His extensive public policy experience, both domestic and international, is valuable particularly in considering a broad range of strategic and tactical business matters. His current position as president of the Carnegie Endowment for International Peace, the oldest international affairs think tank, further strengthens his international management and public policy expertise.

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Board of Directors

	Independent Age:64 Director since:2017	Committees ●Management Development and Compensation (Chair) ●Audit and Finance Key Skills & Experience

Biography

Retired as executive chairman of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, in December 2016. Mr. Connor joined The Sherwin-Williams Company in 1983 and served as its chairman and chief executive officer from 2000 to December 2015. Mr. Connor serves on the board of directors of the Rock & Roll Hall of Fame in Cleveland, Ohio, and the boards of directors of Eaton Corporation PLC and Yum! Brands, Inc.

Board Qualifications

Having served as CEO and executive chairman of The Sherwin-Williams Company, Mr. Connor brings significant senior management experience and strong financial expertise to the Board. He understands the various issues facing a large, global manufacturing company, including operational, financial and strategic issues. His technical background and long tenure with The Sherwin-Williams Company bring industrial expertise, which further strengthens our Board.

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2021 Proxy Statement

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Board of Directors

Ahmet C. Dorduncu
	Independent Age: 67 Director since: 2011	Committees •  Audit and Finance •  Public Policy and Environment Key Skills & Experience
		Current CEO   Diversity   Environment, Sustainability, Public Policy	Finance, Accounting International Operations   Manufacturing	Marketing   Strategic Planning   Supply Chain   Technology
	Ahmet C. Dorduncu

	Independent Age:66 Director since:2011	Committees ●Audit and Finance ●Public Policy and Environment Key Skills & Experience

Biography

Chief executive officer of Akkök Group, a financial and industrial conglomerate located in Turkey, since January 2013. Mr. Dorduncu served as chief executive officer of Sabanci Holding, another financial and industrial conglomerate located in Turkey, from 2005 to 2010. He also served from 2006 to 2010 as chairman of the board of Olmuksa, then an industrial packaging business joint venture between Sabanci Holding and International Paper. Sabanci Holding is the parent company of the Sabanci Group, a leading Turkish financial and industrial company.

Board Qualifications

As CEO of Akkök Group and retired chairman and CEO of Sabanci Holding, two leading financial and industrial conglomerates, Mr. Dorduncu brings vast experience in international manufacturing operations.operations and specific experience in industrial packaging. His knowledge of regions of key importance to the Company brings even greater perspective to our Board.

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Board of Directors

Ilene S. Gordon
	Independent Presiding Director Age: 67 Director since: 2012	Committees •  Governance (Chair) •  Management Development and Compensation Key Skills & Experience
		Former CEO   Diversity   Environment, Sustainability, Public Policy	Finance, Accounting International Operations   Manufacturing	Marketing   Strategic Planning   Supply Chain   Technology
	Ilene S. Gordon

	Independent Presiding Director Age:66 Director since:2012	Committees ●Governance (Chair) ●Management Development and Compensation Key Skills & Experience

Biography

Retired executive chairman of Ingredion Incorporated (formerly Corn Products International, Inc.), a publicly traded global ingredient solutions company, from January 1, 2018 until July 31, 2018. Ms. Gordon served as chairman, president and chief executive officer of Ingredion from May 2009 through December 2017. Ms. Gordon serves on the board of trustees of The Conference Board. She previously served on the board of trustees of MIT (known as the Corporation) and is an emeritus member of the board of directors of the Economic Club of Chicago. Ms. Gordon served as president and chief executive officer of Rio Tinto’s Alcan Packaging, a multinational company engaged in the production of flexible and specialty packaging, from 2007 until 2009, and in various senior executive roles at Alcan Packaging and its affiliate and predecessor companies from 1999 until 2007. Prior to 1999, Ms. Gordon was employed for 17 years with Tenneco Inc., a conglomerate, in a variety of management positions, including vice president and general manager, leading its folding carton business. Ms. Gordon serves on the board of directors of Lockheed Martin Corporation, a publicly traded global security and aerospace company, and International Flavors & Fragrances Inc. (IFF), a publicly traded global flowers, food and fragrance ingredients company.

Board Qualifications

As the former chairman, CEO and president of Ingredion Incorporated, Ms. Gordon brings senior management expertise and leadership capabilities, as well as broad understanding of the operational, financial and strategic issues facing public companies. Her previous experience at Rio Tinto’s Alcan Packaging includes manufacturing, supply chain and marketing. She has experience with operations overseas, including South America, Asia Pacific and Europe.Ms.Europe.

Ms. Gordon also brings strong financial expertise to our Board.

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Board of Directors

Anders Gustafsson
	Independent Age: 60 Director since: 2019	Committees •  Audit and Finance •  Public Policy and Environment Key Skills & Experience
		Current CEO   Diversity   Environment, Sustainability, Public Policy	Finance, Accounting International Operations   Manufacturing	Marketing   Strategic Planning   Supply Chain   Technology
	Anders Gustafsson

	Independent Age:59 Director since:2019	Committees ●Audit and Finance ●Public Policy and Environment Key Skills & Experience

Biography

Chief executive officer of Zebra Technologies Corporation, a global leader in innovating at the edge of the enterprise, designing and marketing specialty printers, mobile computing, data capture, radio frequency identification products and real-time locating systems, since September 2007. Mr. Gustafsson served as chief executive officer of Spirent Communications plc, a publicly traded telecommunications company, from 2004 to 2007. Prior to Spirent, Mr. Gustafsson was a senior executive vice president, global business operations for Tellabs, Inc. Mr. Gustafsson serves as a trustee of the Shedd Aquarium. Mr. Gustafsson also serves on the boardsboard of directors of Zebra Technologies andTechnologies. He previously served on the board of directors of Dycom Industries, a leading provider of specialty contracting services throughout the U.S. and Canada, but has resigned from the Dycom Industries board effective May 2020.Canada.

Board Qualifications

As CEO of Zebra Technologies Corporation, former CEO of Spirent Communications plc and a former senior executive at several different communications networking companies, Mr. Gustafsson brings significant international business experience and strong financial expertise to the Board. He will provide a unique and valuable technology perspective, and his current and prior service on other public company boards further broadens his range of knowledge and allows him to draw on various perspectives and viewpoints.

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	2020 Proxy Statement

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Board of Directors

Jacqueline C. Hinman
	Independent Age: 59 Director since: 2017	Committees •  Audit and Finance •  Management Development and Compensation Key Skills & Experience
		Former CEO   Diversity   Environment, Sustainability, Public Policy	Finance, Accounting International Operations   Manufacturing	Marketing   Strategic Planning   Supply Chain   Technology
	Jacqueline C. Hinman

	Independent Age:58 Director since:2017	Committees ●Audit and Finance ●Management Development and Compensation Key Skills & Experience

Biography

Served as chairman, president and chief executive officer of CH2M HILL Companies, Ltd., a Fortune 500 engineering and consulting firm focused on delivering infrastructure, energy, environmental and industrial solutions for clients and communities around the world, until December 2017, when the firm was acquired by Jacobs Engineering. Prior to becoming chairman in September 2014 and president and chief executive officer in January 2014, Ms. Hinman served as president of CH2M’s International Division from 2011 until 2014, and she served on CH2M’s board of directors from 2008 through 2017. She recently served on the Executive Committee of the Business Roundtable, chairing its Infrastructure Committee, and was a member of the Business Council. Ms. Hinman also serves on the board of directors of Dow Chemical Company, a multinational chemical corporation, and AECOM, a premier infrastructure firm. Ms. Hinman previously served on the board of directors of Catalyst, a leading nonprofit organization accelerating progress for women through workplace inclusion.

Board Qualifications

Having served as chairman, president, and chief executive officer of CH2M HILL Companies, Ms. Hinman brings senior management and leadership capabilities to the Board, as well as particular understanding of global manufacturing companies. Because of her experience in a global engineering consulting business, she has unique knowledge of environmental and sustainability issues globally. Ms. Hinman, in her previous roles at CH2M HILL, also brings international operations and strategic planning expertise to our Board.

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2021 Proxy Statement

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Board of Directors

Clinton A. Lewis, Jr.
	Independent Age: 54 Director since: 2017	Committees •  Governance •  Management Development and Compensation Key Skills & Experience
		Diversity   Environment, Sustainability, Public Policy   Finance, Accounting	International Operations   Manufacturing   Marketing   Strategic Planning	Supply Chain   Technology
	Clinton A. Lewis, Jr.

	Independent Age:53 Director since:2017	Committees ●Governance ●Public Policy and Environment Key Skills & Experience

Biography

Former executive vice president and president of international operations, commercial development, global genetics and PHARMAQ at Zoetis Inc., a NYSE-listed global leader in the discovery, development, manufacture and commercialization of animal health medicines and vaccines that was spun off by Pfizer in 2013. Prior to that role, Mr. Lewis served as president of U.S. operations at Zoetis from February 2013 to May 2015 and at Pfizer Animal Health from 2007 to February 2013. He joined Pfizer in 1988, and held positions of increasing responsibility across various commercial operations dedicated to human health prior to joining the animal health organization. He formerly served as chairman of the board for the Animal Health Institute (AHI), an industry trade association in the U.S., and as treasurer for the International Federation for Animal Health (IFAH), the industry trade association in Europe. Mr. Lewis serves on the board of directors of Covis Pharma, a human health specialty pharmaceutical company.

Board Qualifications

As the former executive vice president and president of international operations, commercial development, global genetics and PHARMAQ at Zoetis, Inc., Mr. Lewis brings critical business insight to a large, diversified company with global operations. He brings experience in international operations for a U.S. multinational company manufacturing globally. Mr. Lewis’s knowledge and strategic planning expertise, as well as knowledge of regions of key importance to the Company, bring even greater perspective to our Board.

DG Macpherson
	Independent Age: 53 Director since: 2021	Committees •  Governance •  Public Policy and Environment Key Skills & Experience
		Current CEO   Environment, Sustainability, Public Policy   Finance, Accounting	International Operations   Manufacturing   Marketing   Strategic Planning	Supply Chain   Technology

Biography

Chairman of the board and chief executive officer of W.W. Grainger, Inc., North America’s leading broad line supplier of maintenance, repair and operating products, with operations primarily in North America, Japan and Europe.

Mr. Macpherson assumed the position of chairman in October 2017 and the position of chief executive officer in October 2016, at which time he became a member of Grainger’s board of directors. He served as chief operating officer for Grainger from August 2015 through September 2016. He has served Grainger in many capacities over his many years with the company, including developing company strategy, overseeing the launch of Grainger’s U.S. endless assortment business, Zoro Tools, Inc., building the company’s supply chain capabilities globally and realigning the U.S. business to create greater value for customers of all sizes. He joined Grainger in 2008 after working closely with Grainger for six years as a partner and managing director at The Boston Consulting Group, a global management consulting firm, where he was a member of the Industrial Goods Leadership Team.

Board Qualifications

As the Chairman and CEO of Grainger, a large, publicly traded company, and with his previous experience as a strategy consultant, Mr. Macpherson brings extensive experience in strategic planning, development and execution and strong financial expertise to the Board. The Company will greatly benefit from his broad supply chain, manufacturing and operational experience gained over a long and impressive tenure at Grainger.

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Board of Directors

Kathryn D. Sullivan
	Kathryn D. Sullivan

	Independent Age: Age:6968 Director since:2017	Committees • ●Public Policy and Environment (Chair) ● •Governance Key Skills & Experience
			Diversity   Environment, Sustainability, Public Policy	Finance, Accounting International Operations	Marketing   Strategic Planning   Technology

Biography

Ambassador-at-Large at the Smithsonian National Air and Space Museum, where she served as The Charles A. Lindbergh Fellow of Aerospace History from March 2017 through August 2017. Dr. Sullivan is also a Senior Fellow at the Potomac Institute for Policy Studies. Dr. Sullivan served in several roles in the U.S. Department of Commerce and the National Oceanic and Atmospheric Administration (NOAA) between May 2011 and January 2017, including as Under Secretary of Commerce for Oceans & Atmosphere and NOAA Administrator from March 2014 until January 2017. She served as a Director for Ohio State University’s Battelle Center for Mathematics and Science Education Policy from 2006 through 2011. Between 1996 and 2005, Dr. Sullivan served as President and CEO of the Center of Science and Industry (COSI). Between 1978 and 1993, Dr. Sullivan was a Mission Specialist for NASA. She is a veteran of three Shuttle missions with over 500 hours in space and she is the first American woman to walk in space. Dr. Sullivan served on the boards of directors of several public companies between 1997 and 2011. She is a member of the National Academy of Engineering, the American Academy of Arts and Sciences and National Academy of Public Administration. She serves on the board of directors of Accenture Federal Services and serves on the advisory board of Terra Alpha Investments, LLC.

Board Qualifications

Dr. Sullivan’s service at NOAA brings a valuable perspective on current issues in sustainability, which is a critical issue to the Company. As a former NASA space shuttle astronaut, she also brings a strong technical background, leadership capabilities, and strategic planning experience. Dr. Sullivan’s service on other public company boards gives her experience and oversight of natural resource conservation and production as well as a broad range of strategic and tactical business matters. She also brings finance and budgeting experience having served as president and chief executive officer of COSI, as well as her service on a public company’s audit and finance committee.

Mark S. Sutton
Mark S. Sutton

	Chairman & CEO Age: Age:5958 Director since:2014	Key Skills & Experience   Current CEO   Environment, Sustainability, Public Policy   Finance, Accounting	International Operations   Manufacturing   Marketing	Strategic Planning   Supply Chain   Technology

Biography

Chairman (since January 1, 2015) and Chief Executive Officer (since November 1, 2014). Mr. Sutton previously served as President & Chief Operating Officer from June 1, 2014 to October 31, 2014, Senior Vice President – Industrial Packaging from November 2011 to May 31, 2014, Senior Vice President – Printing and Communications Papers of the Americas from 2010 until 2011, Senior Vice President – Supply Chain from 2008 to 2009, Vice President – Supply–Supply Chain from 2007 until 2008, and Vice President – Strategic Planning from 2005 until 2007. Mr. Sutton joined International Paper in 1984. Mr. Sutton serves on the board of directors for The Kroger Company. He is a member of The Business Council, serves on the American Forest & Paper Association board of directors, the Business Roundtable board of directors, and the international advisory board of the Moscow School of Management – Skolkovo.–Skolkovo. He was appointed chairman of the U.S. Russian Business Council. He also serves on the board of directors of Memphis Tomorrow and the board of governors for New Memphis Institute.

Board Qualifications

Mr. Sutton has been with International Paper his entire 30 plus-year career and served in various senior leadership roles, including President and Chief Operating Officer and Senior Vice President – Industrial Packaging, the Company’s largest business. He has also served as the senior leader of Printing and Communications Papers, supply chain, corporate strategic planning, as well as leading packaging operations in Europe, Middle East and Africa. As a result, he brings deep experience and institutional knowledge to the Board and management in his roles as Chairman and CEO.

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Board of Directors

Anton V. Vincent
	J. Steven WhislerIndependent Age: 56 Director since: 2021	Committees •  Governance •  Public Policy and Environment Key Skills & Experience
		Former CEO   Diversity   Environment, Sustainability, Public Policy	Finance, Accounting International Operations   Manufacturing	Marketing   Strategic Planning   Supply Chain   Technology

Biography

President of Mars Wrigley North America, part of Mars, Incorporated, a global family-owned business with $40 billion in annual sales and a diverse and expanding portfolio of confectionery, food and petcare products and services. Prior to joining Mars Wrigley in May 2019, Mr. Vincent served as chief executive officer at Greencore USA, a leading global manufacturer of convenience foods, from June through December 2018. Prior to Greencore, he spent much of his career with General Mills, holding various leadership roles including President of the Baking Division (from 2010 to 2012), President of the Frozen Frontier Division (2012 to 2014), and President of the U.S. Snacks Division (from 2014 to 2016).

Board Qualifications

As a regional president for a large global company, and with over 20 years of senior management and leadership experience, Mr. Vincent brings a wealth of consumer expertise and a valuable perspective to the Board. The Company will greatly benefit from his deep enterprise and marketing experience and strategic planning expertise.

Ray G.Young
	Independent Age: Age:5965 Director since:20142007	Committees ●Governance ● •  Audit and Finance (Chair) •  Management Development and Compensation Key Skills & Experience
		Current CFO   Diversity   Finance, Accounting	International Operations   Manufacturing   Strategic Planning	Supply Chain   Technology

Biography
Retired as chairman and chief executive officer of Phelps Dodge Corporation, an international mining company, upon its merger with Freeport-McMoRan Inc. in March 2007. Mr. Whisler served as chairman and chief executive officer of Phelps Dodge Corporation from May 2000 until March 2007, and served on the board of Phelps Dodge Corporation from 1995 through March 2007. Mr. Whisler is a director of CSX Corporation and the Brunswick Corporation. He is also a director of the C.M. Russell Museum.

Board Qualifications
Mr. Whisler served as chairman and CEO of Phelps Dodge Corporation, a large, publicly traded, manufacturing company with international operations, prior to its acquisition in March 2007. He also served as general counsel of Phelps Dodge and, as a result, has a deep understanding of the governance, compliance and regulatory issues facing public companies. His service on other public company boards further augments his range of knowledge and allows him to draw on various perspectives and viewpoints.Biography

Ray G.Young

	Independent Age:58 Director since:2014	Committees ●Audit and Finance (Chair) ●Management Development and Compensation Key Skills & Experience

Biography
Executive vice president and chief financial officer of Archer-Daniels-Midland Company (“ADM”). ADM is a publicly traded company and one of the largest agricultural processers and human and animal nutrition companies in the world, and Mr. Young has been its chief financial officer since December 2010. Prior to joining ADM, he was employed on four continents at General Motors Company (“GM”), a publicly traded company and producer of vehicles throughout the world, from 1986 to 2010. At GM and its affiliates, he served in various senior executive roles, including as its president of the Mercosur Region from 2004 to 2007, its chief financial officer from 2008 to 2009 and its vice president, International Operations, based in China, in 2010. He currently serves on the boardsboard of the U.S. China Business Council and the American Cancer Society Illinois Division. HeDivision and also serves as board member of Wilmar International, a Singapore-listedSingapore-based publicly traded global agricultural processor and food ingredients company.

Board Qualifications

As executive vice president and chief financial officer of ADM, a large, publicly traded company, Mr. Young brings strong financial expertise and strategic acumen to the Board. In addition to his experience at ADM, he also served in various executive roles at General Motors Company for over 20 years, and as a result, has a deep knowledge of global manufacturing operations.

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Director Qualifications and Experience

Director Qualification Criteria

Our Board has adoptedDirector Qualification Criteria and Independence Standards, which it uses to evaluate incumbent directors being considered for re-electionreelection at each annual meeting, as well as to evaluate new director candidates. The Governance Committee of our Board is responsible for evaluating each director candidate, and for recommending qualified director nominees for election to the Board. We seek candidates with ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values. The Governance Committee also considers whether each candidate demonstrates the following:

●	Commitment to the Company’s mission and purpose, and loyalty to the interests of the Company and its shareowners;
●	Ability to exercise objectivity and independence in making informed business decisions;
●	Willingness and commitment to devote the extensive time necessary to fulfill his/her duties;
●	Ability to communicate effectively and collaboratively with other Board members to contribute effectively to the diversity of perspectives that enhances Board and Committee deliberations and decision making; and
●	Skills, knowledge and expertise relevant to the Company’s business.

Commitment to the Company’s mission and purpose, and loyalty to the interests of the Company and its shareowners;

Ability to exercise objectivity and independence in making informed business decisions;

Willingness and commitment to devote the extensive time necessary to fulfill his/her duties;

Ability to communicate effectively and collaboratively with other Board members to contribute effectively to the diversity of perspectives that enhances Board and Committee deliberations and decision making; and

Skills, knowledge and expertise relevant to the Company’s business.

With respect to our director nominees who are standing for election at this annual meeting for the first time, DG Macpherson and Anton Vincent were each identified to us through a third-party business leadership recruiting firm engaged by the Governance Committee.

Recommendations for Director Candidates

Shareowners may submit recommendations for director candidates to the Governance Committee by writing to the Corporate Secretary.Secretary in accordance with our By-Laws. The candidates should meet the director qualifications criteria described above. The Governance Committee applies the same criteria in evaluating candidates recommended by shareowners as those from other sources. If a shareowner would like to nominate a director candidate, the shareowner must follow the procedures set forth in our By-Laws, including making such nominations within the deadline to make such nominations.applicable time periods set forth in our By-Laws. See “Communicating“Can I nominate a director in connection with the Board”2022 Annual Meeting of Shareowners” above and “Adoption of Proxy“Proxy Access” below.below for additional information.

Diversity of Our Directors

Our Board and the Governance Committee have assembled a Board comprised of experienced directors who are currently, or have recently been, leaders of major companies and institutions, are independent thinkers and have a diverse range of expertise and skills that they bring to the boardroom. The Board, through its Governance Committee, seeks to have a group of directors with a mix of backgrounds, experiences and tenure that will enhance the quality of its deliberations and decisions, and provide a blend of institutional knowledge and fresh perspective. The criteria considered by the Board and the Governance Committee include a person’s skills, current and previous occupations, other board memberships and professional experiences in the context of the current needs of the Board. The Governance Committee Charter specifically directs the Committee to seek qualified candidates with diverse backgrounds including, but not limited to, such factors as race, gender, and ethnicity. While the Company does not have a formal policy on Board diversity, the Governance Committee actively considers diversity in the recruitment and nomination of directors. In this regard, when the Company engages external third-party search firms to identify potential director candidates, the Governance Committee emphasizes

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to such firms the importance of diversity in its consideration of director candidates and requests the inclusion of diverse candidates for consideration. The current composition of our Board reflects those efforts and the importance of diversity to the Board.Board, and of the seven new directors that we have added over the past four years, two of these new directors have been African-American and an additional two directors have been female.. The satisfaction of all director qualification and other criteria and objectives is implemented and assessed through ongoing consideration of directors and nominees by the Governance Committee and the Board, as

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well as through the Board’s annual self-evaluation process. Our Board believes that its membership should include individuals with a diverse background in the broadest sense, and is particularly interested in maintaining a mix of skills and experience that includes the following:

Our Director Qualification Criteria and Independence Standards may be found at www.internationalpaper.com under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link.

Board Composition – Results of Succession Planning & Board Refreshment Efforts

11 director nominees; 10 independent       11 7 4.1 years director nominees; 10 independent   Highly qualified directors with a diverse mix of qualifications, skills and experience   new directors added in past 4 years with key areas of expertise with fresh perspectives   Of the 7 new directors – 2 are women and 2 are African-American (for a total of 27% women, 27% ethnically diverse, and 18% African-American representation on the Board)   average tenure for director nominees Highly qualified directors with a diverse mix of qualifications, skills and experience	5 new directors added in past 3 years with key areas of expertise with fresh perspectives Of the 5 new directors – 2 are women and1 is African-American	4.8 years average tenure for director nominees

Board Leadership and Corporate Governance Practices

Board Leadership Structure

Our Board believes that the Company and its shareowners are best served by having the flexibility to determine the right leadership structure for the Company at any given point in time, taking into consideration the current business environment and shareholder landscape. We currently combine the role of Chairman and CEO and believe this is the most effective leadership structure for the Company at this time. When Mr. Sutton was appointed as CEO in 2014, the Board evaluated whether continuing to combine the role of Chairman and CEO was in the best interests of the Company and the shareowners. The Board concluded that maintaining the combined position of Chairman and CEO

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was appropriate to further strengthen the Company’s governance structure by promoting unified leadership and direction for the Company, fostering accountability and allowing for a single, clear focus for management to execute the Company’s strategy and business plans.

As a counterbalance, we have an independent Presiding Director, Ilene S. Gordon, whose role and responsibilities provide strong independent leadership in the boardroom. The authority and duties of our independent Presiding Director are set forth in theCorporate Governance Guidelines and provided below.

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Role of the Presiding Director

The Presiding Director is elected each year by the independent directors for a term of not less than one year. Effective January 1, 2018, the independent directors elected Ilene S. Gordon as Presiding Director, rotating that position. J. Steven Whisler had previously served as Presiding Director. The Presiding Director has authority to call meetings of independent directors. She may consult and directly communicate with certain shareowners if requested. The other duties of the Presiding Director include:

●	Determining a schedule and agenda for regular executive sessions in which independent directors meet without management present, and presiding over these sessions;
●	Presiding over meetings of the Board in the event the Chairman is not present;
●	Serving as liaison between the Chairman and independent directors;
●	Approving agendas of the Board and meeting schedules to assure there is ample discussion time;
●	Approving information sent to the Board; and
●	Organizing the process for evaluating the performance of the Chairman and CEO not less than annually in consultation with the Management Development and Compensation Committee.

Determining a schedule and agenda for regular executive sessions in which independent directors meet without management present, and presiding over these sessions;

Presiding over meetings of the Board in the event the Chairman is not present;

Serving as liaison between the Chairman and independent directors;

Approving agendas of the Board and meeting schedules to assure there is ample discussion time;

Approving information sent to the Board; and

Organizing the process for evaluating the performance of the Chairman and CEO not less than annually in consultation with the Management Development and Compensation Committee.

The Board considers its own leadership structure as part of the Company’s succession planning process. The Board will continue to evaluate this structure going forward in light of factors and considerations prevailing at the time to determine whether a combined CEO and Chairman role is in the best interests of the Company and its shareowners.

Succession Planning and Talent Management

Our Board is actively engaged and involved in succession planning and talent management. Our Board oversees and annually reviews leadership development and assessment initiatives, as well as short- and long-term succession plans for our senior management. In addition, our Board regularly reviews our talent strategy to ensure that it supports our business strategy.

Commitment to Sound Corporate Governance Principles

We believe good corporate governance is critical to achieving business success and serves the best interests of our shareowners. We value the perspectives of our shareholdersshareowners and other stakeholders, including our employees and the communities in which we operate, and take steps to address their concerns where warranted. We seek to foster employee well-being and performance through a people development process that includes engagement, health and wellness programs, training and business/region-specific people councils. We know that a highly engaged culture leads to better safety and business success. Our annual employee engagement survey allows us to measure important factors that affect engagement — how employees feel about their work environment, the people they work with and the company’sCompany’s vision.

Our Board has adopted ourCorporate Governance Guidelinesthat reflect its commitment to sound governance practices. In addition, each of our Board committees has its own charter to assure that our Board fully discharges its responsibilities to our shareowners. Our Board reviews itsCorporate Governance Guidelines and committee charters at least annually and makes changes from time to time to reflect developments in the law and the corporate governance area. Our Amended and Restated Certificate of Incorporation permits the size of our Board to range from nine to 18 members. Currently, the size of our Board is 12 members, and it will be reduced to 11 members.members immediately following the annual meeting. Our Board maintains four standing committees, as well as an Executive Committee, which is comprised of the Presiding Director and the chairs of each of the standing committees.

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Shareowner Engagement

We believe that thoughtful shareowner engagement is important, and we have a long history of such engagement. We have an active shareowner engagement program, including through regular calls and meetings (including virtual meetings, during the pandemic), which allows us to better understand our shareowners’ priorities, perspectives and concerns, and enables the company to effectively address issues that matter most to our shareowners.

Proxy Access

30In 2016, our Board of Directors adopted a proxy access By-Law that permits stockholders owning 3 percent or more of our common stock for at least three years to nominate the greater of two directors or up to 20 percent of the Board, and include these nominees in our proxy materials. The number of shareowners who may aggregate their shares to meet the ownership threshold is limited to 20. Nominations are subject to the eligibility, procedural and disclosure requirements set forth in the By-Laws.

2020 Proxy Statement Our By-Laws are available at www.internationalpaper.com, under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary.

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Adoption of Proxy Access

In 2016, our Board of Directors adopted a proxy access By-Law that permits stockholders owning 3 percent or more of our common stock for at least three years to nominate the greater of two directors or up to 20 percent of the Board, and include these nominees in our proxy materials. The number of shareowners who may aggregate their shares to meet the ownership threshold is limited to 20. Nominations are subject to the eligibility, procedural and disclosure requirements set forth in the By-Laws.

 
Our By-Laws are available at www.internationalpaper.com, under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary.

Our Board believes that a shareowner-focused governance model is the right fit for International Paper. The below table highlights our sound corporate governance practices:

Shareholder RightsRights		✓Annual elections and majority voting for directors, with a director resignation policy ✓Shareholder right to call special meetings ✓Shareholder right to act by written consent ✓Shareholder right to proxy access
Board Independence		✓10 of 11 director nominees are independent ✓Robust independent Presiding Director role ✓Executive sessions without management present at every in-person Board meeting ✓Focus on Board composition and refreshment, with mandatory retirement policy
Other Governance Practices		✓Robust engagement with our shareowners ✓Strong anti-hedging and anti-pledging stock trading provisions ✓Annual Board, committee and individual director self evaluations ✓Strong stock ownership and retention requirements Gender and Ethnically Diverse Board Robust oversight of environmental, social and governance (ESG) considerations, including through Public Policy and Environment Committee

OurCorporate Governance Guidelinesand our Board committee charters are available atwww.internationalpaper.comunder the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary at the address on page 14 of this proxy statement.

In each of the areas discussed below, we have embraced sound principles, policies and procedures to ensure that our Board and our management goals are aligned with our shareowners’ interests.

Board of Directors’ Policies and Practices

Annual Board, Committee and Individual Director Self Assessment

The Board is committed to a robust and constructive evaluation process and recognizes this process promotes continuous improvement and overall Board effectiveness.

Our Board conducts an annual self assessment of its own and its committees’ performances, in accordance with a procedure established by the Governance Committee.

●www.internationalpaper.com	The Board is committed to a robust and constructive evaluation process and recognizes this process promotes continuous improvement and overall Board effectiveness.
●	Our Board conducts an annual self assessment of its own and its committees’ performances, in accordance with a procedure established by the Governance Committee.
●	Pursuant to that procedure, the General Counsel conducts interviews with each of the directors based on a detailed questionnaire. Topics covered include, among others:31

●	Effectiveness of Board and committee leadership structure;
●	Board and committee skills, composition, diversity, and succession planning;
●	Effectiveness of each individual director’s performance and contributions to the functioning of the Board;
●	Board culture and dynamics, including the effectiveness of discussion and debate at meetings; and
●	Board and management dynamics, including the quality of management presentations and information provided to the Board.

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Pursuant to that procedure, the General Counsel conducts interviews with each of the directors based on a detailed questionnaire. Topics covered include, among others:

Effectiveness of Board and committee leadership structure;

Board and committee skills, composition, diversity, and succession planning;

Effectiveness of each individual director’s performance and contributions to the functioning of the Board;

Board culture and dynamics, including the effectiveness of discussion and debate at meetings; and

Board and management dynamics, including the quality of management presentations and information provided to the Board.

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Separately, an assessment of individual Board members is conducted by the Governance Committee and the Chairman of the Board prior to their nomination for election by shareowners, in accordance with theDirector Qualification Criteria and Independence Standards discussed above.

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Board, Committee and Annual Meeting Attendance

●	Board, Committee and Annual Meeting Attendance •The Board met nine times during 2019,2020, with an average aggregate attendance rate of 9998 percent.
●	•Each director attended 75 percent or more of the aggregate number of meetings of the Board and committees on which he or she served during 2019.
●	2020. •As expected by ourCorporate Governance Guidelines, all those who were directors at the time of the 20192020 annual meeting (which was held on a virtual basis) were in attendance virtually at that meeting.

Executive Sessions of Non-Management and Independent Directors

●	After each regularly scheduled face-to-face meeting and, if needed, after telephonic meetings, non-management and independent directors of our Board meet in executive session, without management present, chaired by the Presiding Director or the respective Committee chair.
●	If any non-management directors are not independent, then the Presiding Director will also chair an executive session of independent directors at least once annually.
●	In 2019, executive sessions were held at every regularly scheduled face-to-face Board meeting and after the January and July telephonic meetings.
●	Independent directors may engage, at the Company’s expense, independent legal, financial, accounting and other advisors as they may deem appropriate, without obtaining management’s approval.

After each regularly scheduled meeting, non-management and independent directors of our Board meet in executive session, without management present, chaired by the Presiding Director or the respective Committee chair.

If any non-management directors are not independent, then the Presiding Director will also chair an executive session of independent directors at least once annually.

In 2020, executive sessions were held at every regularly scheduled Board meeting.

Independent directors may engage, at the Company’s expense, independent legal, financial, accounting and other advisors as they may deem appropriate, without obtaining management’s approval.

Orientation and Continuing Education

●	Our new directors participate in a director orientation that includes written materials and presentations by Company employees who are subject-matter experts, as well as meetings with senior management, our independent registered public accounting firm and both the Company’s and the Management Development and Compensation Committee’s compensation consultants.
●	New directors visit several of our facilities and meet with employees.
●	Continuing education occurs at Board and committee meetings, with specific topics of interest covered by management or outside experts.
●	Directors are also offered the opportunity to attend director education programs provided by third parties.
●	From time to time, directors attend meetings of Company officers, and, at each Board meeting, they meet informally and formally with senior leaders of the Company.

Our new directors participate in a director orientation that includes written materials and presentations by Company employees who are subject-matter experts, as well as meetings with senior management, our independent registered public accounting firm and both the Company’s and the Management Development and Compensation Committee’s compensation consultants.

New directors visit several of our facilities and meet with employees.

Continuing education occurs at Board and committee meetings, with specific topics of interest covered by management or outside experts.

Directors are also offered the opportunity to attend director education programs provided by third parties.

From time to time, directors attend meetings of Company officers, and, at each Board meeting, they meet informally and formally with senior leaders of the Company.

Mandatory Retirement Policies

●	•	Our Board has a mandatory retirement policy for non-employee directors, included in our Corporate Governance Guidelines, under which a non-employee director is required to retire from our Board effective December 31 of the year in which he or she attains the age of 72.
●	In addition, we have a75. The mandatory retirement policy for our CEO,age under which our CEO is requiredthese guidelines was changed in 2021 from 72 to retire as CEO effective on75 to conform to the first day after the month in which he or she attains the age of 65.prevailing market practice.

Resignation Policies

In addition, we have a mandatory retirement policy for our CEO, under which our CEO is required to retire as CEO effective on the first day after the month in which he or she attains the age of 65.

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We have two policies relating to director resignation. The first applies when a director has a substantial change in his or her principal occupation, and the second applies in relation to a director who does not receive a majority of shares voted in favor of his or her election. We describe each policy below.

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Resignation Policies

We have two policies relating to director resignation. The first applies when a director has a substantial change in his or her principal occupation, and the second applies in relation to a director who does not receive a majority of shares voted in favor of his or her election. We describe each policy below.

	•	First, if a director’s principal occupation changes substantially, he or she is required to tender his or her resignation for consideration by the Governance Committee. The Governance Committee then recommends to the Board whether or not to accept the resignation using the Company’sDirector Qualification Criteria and Independence Standards.
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