Board Snapshot

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CorporateProxy Summary  |  Governance Highlights

GOVERNANCE HIGHLIGHTS

We believe sound corporate governance is critical to achieving business success and serves the best interests of our shareowners. Highlights of our commitment to sound governance practices include:

Shareholder Rights			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 Boardboard 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,board, committee and individual director self evaluationsself-evaluations
			Strong stock ownership and retention requirements
			Gender and Ethnically Diverseethnically diverse Board
			Robust oversight of environmental, social and governance (ESG) considerations, including through Public Policy and Environment Committee

Global Citizenship Governance We believe global citizenship is a key element of our corporate governance, promoted by our Board of Directors, CEO and Senior Lead Team. The Public Policy and Environment Committee of the Board has overall responsibility for Global Citizenship at International Paper. It reviews and assesses environmental (including climate change), sustainability, public policy, legal, health and safety and technology issues. The Company’s Governance Committee also has oversight of certain public policy and sustainability matters. In 2020, we established our Vision 2030 goals for healthy and abundant forests, thriving people and communities, sustainable operations and renewable solutions. As part of our Vision 2030, we have committed to incremental reductions in our Scope I, II and III greenhouse gas emissions: 35% reduction by 2030. Our greenhouse gas emissions reduction goal is consistent with the Paris Climate Agreement. Furthermore, we use biomass and manufacturing residuals (rather than fossil fuels) to generate a majority of the manufacturing energy at our mills. For additional information on Global Citizenship Governance at International Paper, please read our Global Citizenship report, prepared in accordance with the Global Reporting Initiative (GRI) Standards, available at www.internationalpaper.com/planet2021 EXECUTIVE COMPENSATION OVERVIEW.

We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable long-term profitability.

2021 Outcomes

ITEM 3
Company Proposal to Vote on a Non-Binding Resolution toApprove the Compensation of Our Named Executive Officers Our Board of Directors is seeking your approval of the compensation ofPayouts under our Named Executive Officers (“NEOs”), as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including in the Compensation Discussion & Analysis, related compensation tables and narrative disclosure. This annual vote is non-binding. To approve this proposal, theaffirmative vote of a majority of a quorum at the annual meeting isrequired. You may vote “for” or “against” this non-binding proposal, or you may “abstain” from voting. “Abstentions” and broker non-votes will have the same effect as votes against this proposal.		Our Board of Directorsunanimously recommends thatyou vote FOR the approval ofthe compensation of our NEOsas disclosed pursuant to Item402 of Regulation S-K underthe Exchange Act. ► See page 18 for further information.

2020 Financial Performance Highlights

Solid Earningsand OutstandingCash Generation	Strong ReturnsCreatingLong-Term Value	Returned $820 Million ofCash toShareowners	Strengthened Balance Sheetand InvestedStrategically
Driven by solidcommercial andoperational performance in an unprecedented environment	11th consecutive year of returns above cost of capital	Maintained strongdividend level despite disruption of COVID-19 pandemic	Reduced debt by $1.7 billion and strengthened commercial offerings in our fastest growing packaging segments

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Executive Compensation Philosophy and 2020 Compensation Mix

We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable long-term profitability. We believe a significant portion of an executive’s compensation should be specifically tied to performance—both Company performance and individual performance.

2020 Executive Compensation Highlights

	Strong pay-for-performance alignment
	Robust compensation governance practices, informed by ongoing shareowner engagement
	Long-Term Incentive (“LTI”) plan based solely on three-year Company Performance—no individual performance modifier is applied.
	CEO’s performance achievement in Short-Term Incentive (“STI”) plan based solely on Company performanceperformance.
	No changes to LTI or STI targets with respect to 2020 performance as the result of the pandemic
	2020 outcome underPerformance against our STI plan metrics resulted in awards of 109.7% of targettarget.
	2018-20202019-2021 awards under LTI plan vested at 100.88%57% of targettarget.
	Our 20202021 CEO to Median Employee Pay Ratio was 188:1

ITEM 4

Shareowner Proposal to Reduce Ownership Threshold forRequesting 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.

Our Board of Directors unanimouslyrecommends that you vote AGAINSTthis proposal. ► See page 19 for further information. 172:1.

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PROXY STATEMENT

  |  2021 Annual Meeting of Shareowners

Your vote is important

Vote on the Internet before the meeting

If you choose to vote via the Internet, follow the instructions for accessing the website on the Notice of Internet Availability or proxy card provided to you. You will need to have the 16-digit control number printed on the Notice of Internet Availability or your proxy card.

Vote by telephone

If you choose to vote by telephone, you may do so toll-free by following the instructions on the Notice of Internet Availability or proxy card provided to you. You will need to have the 16-digit control number printed on the Notice of Internet Availability or proxy card.

Vote by mail

If you choose to vote by mail, simply mark, sign and date your proxy card and return it in the postage-paid envelope that was included with the proxy card.

Vote at the meeting

You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visit www.virtualshareholdermeeting.com/IP2021.

Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on May 10, 2021:

The following materials are available for viewing and printing at materials.proxyvote.com/460146:

•	The Notice of Annual Meeting of Shareowners to be held on May 10, 2021;
•	International Paper’s 2021 Proxy Statement; and
•	International Paper’s 2020 Annual Performance Summary, or annual report.

A Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or the proxy statement, proxy card and annual report are first being sent to shareowners on or about March 30, 2021.

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Information About Annual Meeting

Voting Procedures and Annual Meeting Attendance

Why am I receiving these proxy materials?

We have made these materials available to you or delivered paper copies to you by mail because you are an International Paper shareowner of record as of March 11, 2021, and International Paper’s Board of Directors is soliciting your proxy to vote your shares at the 2021 annual meeting of shareowners. This proxy statement includes information that we are required to provide to you under U.S. Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By submitting your proxy (either by voting electronically on the Internet or by telephone or by signing and returning a proxy card), you authorize three International Paper executive officers (Mark S. Sutton, Chairman and Chief Executive Officer; Timothy S. Nicholls, Senior Vice President and Chief Financial Officer; and Sharon R. Ryan, Senior Vice President, General Counsel and Corporate Secretary) to represent you and vote your shares at the meeting in accordance with your instructions. They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.

What is included in the proxy materials?

The proxy materials for our 2021 annual meeting of shareowners include the Notice of Annual Meeting of Shareowners (the “Annual Meeting Notice”), this proxy statement (the “Proxy Statement”) and International Paper’s Annual Performance Summary (the “Annual Report”). If you receive a paper copy of the proxy materials, a proxy card or voting instruction form and pre-paid return envelope are also included. The Annual Meeting Notice (which is included in the Proxy Statement), Proxy Statement and Annual Report are being made available for viewing and printing at materials.proxyvote.com/460146 Compensation Overviewand are being mailed, along with the accompanying proxy card or voting instruction form, to applicable shareowners beginning on or about March 30, 2021.

Why did I receive a Notice of the Internet Availability of Proxy Materials instead of a full set of proxy materials?

We are furnishing proxy materials to our shareowners primarily through notice-and-access delivery pursuant to SEC rules. As a result, beginning March 30, 2021, we are mailing to many of our shareowners a Notice of the Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access the proxy materials on the Internet. Shareowners who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. Shareowners who have previously requested to receive a paper copy of the materials will receive a full paper set of the proxy materials by mail. Using the notice-and-access method of proxy delivery expedites receipt of proxy materials by our shareowners and reduces the cost of producing and mailing the full set of proxy materials. If you receive a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability instructs you on how to access the proxy materials and vote on the Internet. If you would like to receive paper copies of our proxy materials in the mail, you may follow the instructions in the Notice of Internet Availability for making this request.

How many votes must be present to hold the annual meeting?

Holders of International Paper common stock, present by attendance through the virtual annual meeting or represented by proxy, representing one-third of the number of votes entitled to be cast upon any proposal to be considered at the meeting (at least 130,944,901 votes) are required to hold the 2021 annual meeting. If you properly vote on any proposal, your shares will be included in the number of shares to establish a quorum for the annual meeting. Shares held of record and represented by proxy cards marked “abstain,” or returned without voting instructions, will be counted as present for the purpose of determining whether the quorum for the annual meeting is satisfied. In addition, if you hold shares through a bank or brokerage account, your shares will also be counted as present for the purpose of determining whether the quorum for the annual meeting is satisfied, even if you do not provide voting instructions to your bank or brokerage firm and result in a broker non-vote.

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Information About Annual Meeting

We urge you to vote by proxy even if you plan to attend the meeting via the Internet. That will help us know as soon as possible that we have enough votes to hold the meeting. Returning your proxy will not affect your right to revoke your proxy or to attend the 2021 annual meeting.

How do I vote my shares?

If you are a holder of record (that is, if your shares are registered in your own name with our transfer agent), you have several options. You may vote in advance of the meeting on the Internet at www.proxyvote.com, by telephone or by mail using a written proxy card. You may request a written proxy card by following the instructions included on the Notice of Internet Availability that you received.

If you hold your shares in street name (that is, if you hold your shares through a broker, bank or other holder of record), you have the right to direct your bank or broker how to vote your shares. If you hold your shares in street name and receive a voting instruction form, please follow the instructions provided by your bank or broker to vote. If you do not give instructions to your bank or brokerage firm, it will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, your shares will be considered “broker non-votes” on that proposal.

In addition, holders of record and holders of shares in street name who desire to vote their shares at the annual meeting may do so via the internet at www.virtualshareholdermeeting.com/IP2021 as more specifically provided below under “How do I attend the annual meeting?”.

If I hold shares in the International Paper Company Savings Plan, how do I vote my shares?

If you hold shares in the International Paper Company Savings Plan, you may instruct the trustee, State Street Bank and Trust Company, to vote your shares in the Company Stock Fund by returning the proxy/voting instruction card that you received in the mail or by providing voting instructions on the Internet or by telephone as directed on the Notice of Internet Availability or proxy/voting instruction card that you received. If you do not return the proxy/voting instruction card or provide voting instructions, or if your instructions are unclear or incomplete, the trustee will vote your shares at its discretion.

How do I attend the annual meeting?

As the result of public health and safety concerns arising from the COVID-19 pandemic, this year’s annual meeting will be a “virtual” meeting of shareowners, meaning that you attend the annual meeting via the internet. Shareowners of record and holders of shares in street name as of the record date, March 11, 2021, can attend the meeting by accessing www.virtualshareholdermeeting.com/IP2021 and following the instructions therein and below.

If you attend the annual meeting via the Internet as noted above, and whether you are a holder of record or hold your shares in street name, you will be able to vote electronically and submit questions during the annual meeting by using your 16-digit control number printed on the Notice of Internet Availability or proxy card and otherwise following the instructions set forth at www.virtualshareholdermeeting.com/IP2021.

We intend to answer questions pertinent to company matters as time allows during the meeting. As noted above, questions may be submitted during the annual meeting at www.virtualshareholdermeeting.com/IP2021.

The annual meeting is scheduled to begin at 8:30 a.m. CDT on Monday, May 10, 2021. Online access will begin on such date at 8:15 a.m. CDT, and we encourage you to access the meeting prior to the start time. Rules of conduct for the annual meeting will be available once you access the meeting.

If you have difficulty accessing the meeting, please call please call 1-800-586-1548 (US) or 1-303-562-9288 (International). Technicians will be available to assist you.

Shareowners attending virtually must have the 16-digit control number printed on the Notice of Internet Availability or proxy card to vote electronically and ask questions during the annual meeting.

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Information About Annual Meeting

What happens if the annual meeting is postponed or adjourned?

Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

Can I change or revoke my vote or proxy?

Yes, you may change your vote or revoke your proxy at any time at or before the annual meeting. If you are a holder of record, you may change your vote or revoke your proxy through any of the following means:

If you hold your shares in street name, you may change your voting instructions by contacting your broker, bank or other holder of record prior to the annual meeting.

What if I do not indicate my vote for one or more of the matters on my proxy card?

If you are a holder of record and you return a signed proxy card without indicating your vote, your shares will be voted as follows:

If you are a holder of record and you do not return a proxy card or vote at the annual meeting, your shares will not be voted and will not count toward the quorum requirement to hold the annual meeting.

If your shares are held in street name and you do not give your bank or broker instructions on how to vote, your shares will still be counted toward the quorum requirement for the annual meeting provided that your bank or broker votes your shares utilizing its discretionary authority for Item 2 as noted below. The failure to instruct your bank or broker how to vote will have one of three effects on the proposals for consideration at the annual meeting, depending upon the type of proposal. For all voting items, other than Item 2 to ratify our independent registered public accounting firm for 2021, absent instructions from you, the bank or broker may not vote your shares at all and your shares will be considered broker non-votes. For Item 2, however, the broker may vote your shares at its discretion. For Item 1, a broker non-vote will have no effect on the outcome of the proposal. For Items 3 and 4, a broker non-vote will have the same effect as a vote against the proposal.

If you hold shares in the International Paper Company Savings Plan and you do not provide voting instructions, the trustee will vote your shares at its discretion.

Will my vote be confidential?

Yes. Your vote is confidential and will not be disclosed to our directors or employees, unless in accordance with law.

Will our directors attend the annual meeting?

Yes, all of our directors are anticipated to attend the annual meeting on a virtual basis. The Company’s Corporate Governance Guidelines state that directors are expected to attend our annual meeting.

Who will be soliciting proxies on our behalf?

The Company pays the cost of preparing proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers or employees by telephone, electronic or facsimile transmission or in person, without compensation. We have hired Alliance Advisors, LLC to solicit proxies for an estimated fee of approximately $25,000, plus expenses.

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Information About Annual Meeting

What is householding?

We have adopted “householding,” a procedure by which shareowners of record who have the same address and last name and do not participate in electronic delivery will receive only one copy of the Notice of Internet Availability or the proxy materials unless one or more of these shareowners notifies us that they wish to continue receiving individual copies. This procedure saves us printing and mailing costs. Shareowners will continue to receive separate proxy cards.

We will deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability or the proxy materials to a shareowner at a shared address to which a single copy of the documents was delivered. To request separate copies of the Notice of Internet Availability or the proxy materials, either now or in the future, please send your written request to Investor Relations, International Paper, 6400 Poplar Avenue, Memphis, TN 38197, or call (866) 540-7095. You may also submit your request on our website, www.internationalpaper.com, under the “Performance” tab at the top of the page followed by the “Contact Us” link and then the “Financial Requests” link.

How do I change future proxy delivery options?

If you hold your shares in street name and wish to receive separate copies of future Notices of Internet Availability or sets of proxy materials or if you currently receive multiple copies of the Notice of Internet Availability or multiple sets of proxy materials, and would like to receive a single copy or set, please send your written request to:

Broadridge Financial Solutions, Inc.

Householding Dept.

51 Mercedes Way

Edgewood, NY 11717

or call 1-866-540-7095

Communicating with the Board

How do I communicate with the Board?

Shareowners or other interested parties may communicate with our entire Board, the Chairman, the independent directors as a group, the Presiding Director, or any one of the directors by writing to Ms. Sharon R. Ryan, Senior Vice President, General Counsel, and Corporate Secretary, at the address set forth below. Ms. Ryan will forward all communications relating to International Paper’s interests, other than business solicitations, advertisements, job inquiries or similar communications, directly to the appropriate director(s).

In addition, as described in detail under “Board Oversight of the Company - Code of Conduct,” our Global Ethics and Compliance office has a HelpLine that is available 24 hours a day, seven days a week, to receive calls, emails, and letters to report a concern or complaint, anonymous or otherwise.

Direct all Board correspondence to:

Corporate Secretary
International Paper
6400 Poplar Avenue
Memphis, TN 38197

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Information About Annual Meeting

What is the deadline for consideration of Rule 14a-8 shareowner proposals for the 2022 Annual Meeting of Shareowners?

A shareowner who wishes to submit a shareowner proposal to be included in our proxy statement for the 2022 Annual Meeting of Shareowners must send the proposal to the Corporate Secretary at the address above. We must receive the proposal in writing on or before November 30, 2021, and the proposal must comply with SEC rules, including Rule 14a-8.

Can I nominate a director in connection with the 2022 Annual Meeting of Shareowners?

Yes. If you would like to make any director nomination that will not be included in our proxy statement for the 2022 annual meeting, you must submit such nomination in accordance with the advance notice provisions set forth in our By-Laws. Any such nomination must be received by our Corporate Secretary no earlier than January 10, 2022, and no later February 9, 2022 (assuming we do not change the date of our 2022 annual meeting by more than 30 days before or 70 days after the anniversary date of our 2021 annual meeting), and must otherwise include the information required by our By-Laws in connection with any such nomination (including with respect to both the shareholder proponent and the nominee) and otherwise comply with our By-Laws. In the event any director nomination is made in accordance with our By-Laws as set forth above, our Governance Committee will consider any such nominees as potential nominees for election to our Board at our 2022 annual meeting. See “Information About Corporate Governance – Director Qualifications and Experience – Recommendations for Director Candidates” for additional information.

In addition, you have the ability to include a director nominee in the Company’s proxy statement for its 2022 annual meeting under certain conditions as noted below under “Can shareowners include their director nominees in the Company’s proxy statement?”

Can shareowners include their director nominees in the Company’s proxy statement?

Yes. In 2016, the Company proactively amended its By-Laws to allow “proxy access” as many of our shareowners consider proxy access a fundamental right. The proxy access By-Law permits a shareowner, or a group of up to 20 shareowners, owning 3 percent or more of the Company’s outstanding common stock continuously for three years, to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20 percent of the Board (whichever is greater); provided that shareowners and nominees meet the additional requirements set forth in the By-Laws. If a shareowner(s) wishes to include a director nominee(s) in the Company’s proxy materials, we must receive the notice to nominate the director(s) using the Company’s proxy materials no earlier than October 31, 2021, and no later than November 30, 2021. The notice must contain the information required by our By-Laws, and the shareowner(s) and nominee(s) must comply with the additional requirements in our By-Laws.

Can I raise other business at the 2022 Annual Shareowner Meeting?

Yes. If you would like to raise any business (other than director nominations) that is not the subject of a proposal submitted for inclusion in our proxy statement for the 2022 annual meeting pursuant to Rule 14a-8 under the Exchange Act, you must raise such business in accordance with the advance notice provisions set forth in our By-Laws. Any such notice with respect to such business must be received by our Corporate Secretary no earlier than January 10, 2022, and no later February 9, 2022 (assuming we do not change the date of our 2022 annual meeting by more than 30 days before or 70 days after the anniversary date of our 2021 annual meeting), and must otherwise include the information required by our By-Laws in connection with the proposal of any such business and must otherwise comply with our 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 the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary.

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Company Proposals

We believe a significant portion of an executive’s compensation should be specifically tied to performance—both Company performance and individual performance. For 2021, 90% of our CEO’s target compensation and, on average, 79% of our other Named Executive Officers’ (NEOs’) target compensation, were based on performance and were therefore at risk, as shown below.

Key Highlights for 2021
Robust governance practices for compensation, informed by ongoing shareowner engagement.			We are committed to being a leader in environmental, social and governance (ESG) performance. Our ESG performance impacts our executive compensation as: ●A factor in measuring individual performance for modifying STI payouts and ●A driver of long-term shareowner value which is measured by TSR performance in our LTI plan.
No increase was made to our CEO’s target direct compensation (base salary, STI or LTI) in 2021 and it has remained unchanged since 2019.
Company ProposalOur 2021 CEO to Elect 11 Directors There are no other nominees competing for seats on the Board. Under our Amended and Restated Certificate of Incorporation and By-Laws, directors in non-contested elections are elected by an affirmative majority of votes cast. You may vote “for” or “against” a nominee, or you may “abstain” from voting with respect to a nominee. “Abstentions” and broker non-votes will have no effect on the results.					Our Board of Directors unanimously recommends that you vote FOR Median Employee Pay Ratio was 172:1.each of the nominees.

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The Board of Directors currently consists of 12 members. J. Steven Whisler is retiring as a director immediately before this annual meeting and is not standing for reelection. Because Mr. Whisler is not standing for reelection, the Board intends to reduce its size to 11 directors immediately following the annual meeting. Eachmembers, each of the other 11 current directorswhom has been nominated by the Board for reelection by shareowners at the annual meeting. InformationFor information about each of these nominees may be found in theindividuals, see “Board of Directors” section of this proxy statement. Nominees” below.

All 11 nominees, if elected, will hold office until theour 2023 annual meeting or until a qualified successor has been elected, absent an earlier of:

death, resignation or retirement. We do not know of anyno reason why any nominee would be unable to, or for good cause would not, serve as a director if elected. If, prior to the election, a nominee isbecomes unable or unwilling to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate, or the Board may choose to reduce its size.

Majority vote for directors: Each director must receive a majority of votes cast “for” his or her election.

If a director does not receive a majority of votes cast “for” his or her election, he or she must submit a letter of resignation, and the Board, through its Governance Committee (excluding the nominee in question), will decide whether to accept the resignation at its next regularly scheduled meeting. If the resignation is not accepted, the Board will disclose the explanation of its decision via a Form 8-K.

Our Board of Directors unanimously recommends that you vote FOR each of the following nominees:
Christopher M. Connor	Anders Gustafsson	DG Macpherson	Anton V. Vincent
Ahmet C. Dorduncu	Jacqueline C. Hinman	Kathryn D. Sullivan	Ray G. Young
Ilene S. Gordon	Clinton A. Lewis, Jr.	Mark S. Sutton

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TableThere are no other nominees competing for seats on the Board. Under our Amended and Restated Certificate of Contents

Matters to be Acted upon at the 2021 Annual Meeting

ITEM 2
Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2021 Our Audit and Finance Committee has selected Deloitte & Touche LLP (“Deloitte & Touche”) to serve as the Company’s independent registered public accounting firm for 2021. We are asking shareowners to ratify the selection of Deloitte & Touche. To ratify the selection of our independent registered public accounting firm, theIncorporation and By-Laws, directors in non-contested elections must receive an affirmative vote of a majority of a quorum at the annual meeting is required. You may vote “for” or “against” ratification, or you may “abstain” from voting. “Abstentions” will have the same effect as votes against this proposal. We do not expect any broker non-votes on this proposal.				Our Board of Directors unanimously recommends that you vote FOR the ratification of Deloitte & Touche as the Company’s independent registered public accounting firm for 2021.

Our Audit and Finance Committee has selected Deloitte & Touche to serve as the Company’s independent registered public accounting firm for 2021. We are asking shareowners to ratify the selection of Deloitte & Touche. To ratify the selection of our independent registered public accounting firm, the affirmative vote of a majority of a quorum at the annual meeting is required.votes cast. You may vote “for”FOR or “against” the ratification of the selection of our independent registered public accounting firm,AGAINST a nominee, or you may “abstain”abstain from voting. “Abstentions”voting with respect to a nominee. Abstentions and “broker non-votes” will have the sameno effect as votes against this proposal because they are considered votes present for purposes of a quorum on the vote.

We do not expect there to be any broker non-votes associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your shares are held in street name and you do not give your bank or broker instructions on how to vote, your shares will be voted by the broker in its discretion.

Although ratification is not required by our By-Laws or otherwise, the Board is submitting the selection of Deloitte & Touche to our shareowners for ratification because we value our shareowners’ views on the Company’s independent registered public accounting firm. Our Audit and Finance Committee will consider the outcome of this vote in its decision to appoint an independent registered public accounting firm, but is not bound by the shareowners’ vote. Even if the selection of Deloitte & Touche is ratified, the Audit and Finance Committee may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its shareowners.

Our Board of Directors unanimously recommends that you vote FOR results.the ratification of Deloitte & Touche as the Company’s independent registered public accounting firm for 2021.

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Matters to be Acted upon at the 2021 Annual Meeting

ITEM 3
Company Proposal to Vote on a Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers Our Board of Directors is seeking your approval of the compensation of our Named Executive Officers (“NEOs”), as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including in the Compensation Discussion & Analysis, related compensation tables and narrative disclosure. This annual vote is non-binding. To approve this proposal, the affirmative vote of a majority of a quorum at the annual meeting is required. You may vote “for” or “against” this non-binding proposal, or you may “abstain” from voting. “Abstentions” and broker non-votes will have the same effect as votes against this proposal.				Our Board of Directors unanimously recommends that you vote FOR the approval of the compensation of our NEOs as disclosed pursuant to Item 402 of Regulation S-K under the Exchange Act.

Our Board of Directors is seeking your approval of the compensation of our NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including in the Compensation Discussion & Analysis, related compensation tables and narrative disclosure. This vote is being provided as required pursuant to Section 14A of the Exchange Act and is non-binding. To approve this proposal, commonly referred to as a “Say on Pay” proposal, the affirmative vote of a majority of a quorum at the annual meeting is required.

You may vote “for” or “against” this non-binding proposal, or you may “abstain” from voting. “Abstentions” will have the same effect as votes against this 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“broker non-votes” not entitled to vote with respect to Item 3. 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.

Our Board seeks your approval of the compensation of our NEOs, who are listed in the Summary Compensation Table of this proxy statement. Information describing the compensation of our NEOs is provided in the Compensation Discussion & Analysis section, the accompanying tables and narrative contained in this proxy statement.

Our Board asks shareowners to approve the following non-binding advisory resolution:

“Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including in the Compensation Discussion & Analysis, the related compensation tables and narrative disclosure, is hereby approved.”

1.

FOR

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Matters to be Acted upon at the 2021 Annual Meeting

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.

Proposal 4 – Improve Shareholder Written Consent

Shareholders request that our board of directors take the steps necessary to enable 10% of shares to request a record date to initiate written consent.

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 that will remain unchanged.

Enabling 10% of shares to 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 can 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 right 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 making their views known at online shareholder meetings because all challenging questions and comments can be screened out.

For instance Goodyear management turned an online shareholder meeting into a mute 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 proposals 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 meeting since online shareholder meetings are a shareholder engagement and management transparency wasteland.

Proposal 4 — Improve Shareholder Written Consent

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Matters to be Acted upon at the 2021 Annual Meeting

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2021 Proxy Statement

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Matters to be Acted upon at the 2021 Annual Meeting

Table of Contents

Board of Directors

Directors Standing for Election – Term Expiring in 2022

The following 11 individuals are nominated for election at the 2021 annual meeting. Each of these nominees is standing for election to serve a term that will expire in 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		Jacqueline C. Hinman		Mark S. Sutton
	Independent Age: 65 Director since: 2017	Committees •  Management Development and 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

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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Board of Directors

Ahmet C. Dorduncu		Clinton A. Lewis, Jr.		Anton V. Vincent
Ilene S. Gordon	Independent  DG Macpherson Age: 67 Director since: 2011	Committees  Ray G. Young •  Audit and Finance •  Public Policy and Environment Key Skills & Experience
Anders Gustafsson	Current CEO   Diversity   Environment, Sustainability, Public Policy	Finance, Accounting International Operations   Manufacturing	Marketing   Strategic Planning   Supply Chain   Technology
	Kathryn D. Sullivan

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 and specific experience in industrial packaging. His knowledge of regions of key importance to the Company brings even greater perspective to our Board.

Ilene S. Gordon12
	Independent Presiding DirectorInternational Paper Age: 67 Director since: 20122022 Proxy Statement	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

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. Gordon also brings strong financial expertise to our Board.

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Item 1: Election of 11 Directors  |  How We Build the Right Board for Our Company

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

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 board of directors of Zebra Technologies. He previously served on the board of directors of Dycom Industries, a leading provider of specialty contracting services throughout the U.S. and 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.

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

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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Table of ContentsHOW WE BUILD THE RIGHT BOARD FOR OUR COMPANY

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

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
	Independent Age: 69 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 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
	Chairman & CEO Age: 59 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 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. 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
	Independent 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: 59 Director since: 2014	Committees •  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

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 board of the American Cancer Society Illinois Division and also serves as board member of Wilmar International, a Singapore-based publicly traded global agricultural processor and food ingredients company.

Board Qualifications

As executive vice president and chief financial officer of ADM, 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.

Table of Contents

Director Qualifications and Experience

Director Qualification Criteria

Our Board has adopted Director Qualification Criteria and Independence Standards, which it uses to evaluate incumbent directors being considered for reelection 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 director candidates with ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values.

Our Board has adopted Director Qualification Criteria and Independence Standards, which it uses to evaluate incumbent directors being considered for reelection at each annual meeting, as well as new director candidates. The Governance Committee alsoof our Board is responsible for recommending, screening and evaluating qualified director nominees for election to the Board.

The Governance Committee and the Board, through ongoing consideration of directors and nominees and through the Board’s annual self-evaluation process, ensure that all directors are qualified and that other criteria and objectives are implemented and satisfied.

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.

Shareowner Recommendations for Director Candidates

Shareowners may submit recommendations for director candidates to the Governance Committee by writing to the Corporate 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 applicable time periods set forth in our By-Laws. See “Can I nominate a director in connection with“Information About the 2022 Annual Meeting of Shareowners” above and “Proxy Access”Meeting” beginning on page 105 below for additional information.

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Item 1: Election of 11 Directors|  How We Build the Right Board for Our Company

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 havebring to the boardroom a diverse range of expertisebackgrounds, tenures and skills that they bring to the boardroom.skills. The Board through its Governance Committee, seeks to have a group of directors with a mix of backgrounds, experiences and tenurebelieves that will enhancesuch diversity enhances the quality of its deliberations and decisions, and provide a blenddecisions.

Diversity 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. Background

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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Information About Corporate Governance

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 theour Board:

Diversity of Tenure

The Board seeks to have a mix of tenures among its members so it can benefit from a blend of institutional knowledge and fresh perspectives. Its recent refreshment efforts have resulted in an average tenure for our current directors of the seven new directors that we5.1 years, and have added over the past four years, twobrought more women and African-Americans to our Board.

Table of these new directors have been African-AmericanContents

Item 1: Election of 11 Directors|  Our Nominees

Diversity of Skills 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 well as through the Board’s annual self-evaluation process. Experience

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:

	Current or Former CEO			International Operations			Strategic Planning
	Diversity			Manufacturing			Supply Chain
	Environment, Sustainability, Public Policy			Marketing			Technology
	Finance, Accounting

OUR NOMINEES

Our Director Qualification Criteria and Independence Standards may be found at www.internationalpaper.com under the “Company” tabThe following 11 individuals are nominated for election at the top2022 annual meeting. Each of these nominees is standing for election to serve a term that will expire in 2023. In addition to biographical information and committee memberships as of the page followed bydate of the “Leadership” link and then underannual meeting for each director nominee, we describe the “Governance Documents” link.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 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. 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. Other Service 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. Key Skills & Experience
Independent Age: 66 Director since: 2017 Committees •  Management Development and Compensation (Chair) •  Audit and Finance

Board Composition – ResultsTable of Succession Planning & Board Refreshment EffortsContents

Item 1: Election of 11 Directors|  Our Nominees

		Ahmet C. Dorduncu 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 and specific experience in industrial packaging. His knowledge of regions of key importance to the Company brings even greater perspective to our Board. Key Skills & Experience
Independent Age: 68 Director since: 2011 Committees •  Audit and Finance •  Public Policy and Environment

		Ilene S. Gordon 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 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. 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. Gordon also brings strong financial expertise to our Board. Other Service 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 food and fragrance ingredients company. She also served on the board of trustees of The Conference Board from 2010 to 2021, 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. Key Skills & Experience
Independent Presiding Director Age: 68 Director since: 2012 Committees •  Governance (Chair) •  Management Development and Compensation

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

16	International Paper2022 Proxy Statement

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Item 1: Election of 11 Directors|  Our Nominees

		Anders Gustafsson 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. 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 provides 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. Other Service Mr. Gustafsson also serves on the board of directors of Zebra Technologies and previously served on the board of directors of Dycom Industries, a leading provider of specialty contracting services throughout the U.S. and Canada. He also serves as a trustee of the Shedd Aquarium. Key Skills & Experience
Independent Age: 61 Director since: 2019 Committees •  Audit and Finance •  Public Policy and Environment

		Jacqueline C. Hinman 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. 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. Other Service Ms. Hinman also serves on the board of directors of Dow Chemical Company, a multinational chemical corporation. She previously served on the board of AECOM, a premier infrastructure firm, and on the board of directors of Catalyst, a leading nonprofit organization accelerating progress for women through workplace inclusion. In addition, she previously served on the Executive Committee of the Business Roundtable, chairing its Infrastructure Committee, and was a member of the Business Council. Key Skills & Experience
Independent Age: 60 Director since: 2017 Committees •  Audit and Finance •  Management Development and Compensation

 

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Item 1: Election of 11 Directors  |  Our Nominees

		Clinton A. Lewis, Jr. Chief executive officer of AgroFresh Solutions, Inc., a global leader in produce freshness solutions, since April 2021. From May 2015 until February 2020, he served as executive vice president and group president of international operations, commercial development, lifecycle innovations, 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 2013 to 2015 and president of international operations at Zoetis from 2015 to 2018. He joined Pfizer in 1988 in the human health pharmaceutical segment and held positions of increasing responsibility in various commercial operations and general management roles. Board Qualifications As the CEO of AgroFresh Solutions and the former executive vice president and president of international operations, commercial development, global genetics and PHARMAQ at Zoetis, 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. Other Service Mr. Lewis serves on the board of directors of Covis Pharma, a human health specialty pharmaceutical company, and United Veterinary Care, a private veterinary hospital company. 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. Key Skills & Experience
Independent Age: 55 Director since: 2017 Committees •  Governance •  Management Development and Compensation

		DG Macpherson 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. He also brings to our Board broad supply chain, manufacturing and operational experience gained over his long tenure at Grainger. Key Skills & Experience
Independent Age: 54 Director since: 2021 Committees •  Governance •  Public Policy and Environment

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Table of ContentsBoard Leadership and Corporate Governance Practices

Item 1: Election of 11 Directors|  Our Nominees

		Kathryn D. Sullivan 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. 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. Other Service Dr. Sullivan serves on the board of directors of Accenture Federal Services and the advisory board of Terra Alpha Investments, LLC, and 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. Key Skills & Experience
Independent Age: 70 Director since: 2017 Committees •  Public Policy and Environment (Chair) •  Governance

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Item 1: Election of 11 Directors|  Our Nominees

		Mark S. Sutton 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 Chain from 2007 until 2008, and Vice President – Strategic Planning from 2005 until 2007. Mr. Sutton joined International Paper in 1984. 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. Other Service Mr. Sutton serves on the board of directors for The Kroger Company. He is a member of The Business Council and the Business Roundtable, and serves on the American Forest & Paper Association board of directors. He also serves on the board of directors of Memphis Tomorrow and the board of governors for New Memphis Institute. Key Skills & Experience
Chairman & CEO Age: 60 Director since: 2014

		Anton V. Vincent 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. He brings to our Board deep enterprise and marketing experience and strategic planning expertise. Key Skills & Experience
Independent Age: 57 Director since: 2021 Committees •  Governance •  Public Policy and Environment

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Item 1: Election of 11 Directors|  Our Nominees

		Ray G. Young Vice Chairman 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. Mr. Young has served as chief financial officer of ADM 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. Board Qualifications As vice chairman and chief financial officer of ADM, 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. Other Service Mr. Young serves on the board of the American Cancer Society Illinois Division and also serves as board member of Wilmar International, a Singapore-based publicly traded global agricultural processor and food ingredients company. Key Skills & Experience
Independent Age: 60 Director since: 2014 Committees •  Audit and Finance (Chair) •  Management Development and Compensation

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Corporate
Governance

HOW THE BOARD OPERATES

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, and during its succession planning process, the Board evaluatedconsiders whether continuing to combine the role of Chairman and CEO wasis in the best interests of the Company and the shareowners. The Board has concluded that maintaining the combined position of Chairman and CEO

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Information About Corporate Governance

was is 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 theour Corporate Governance Guidelinesand providedsummarized below.

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 rotatingand she has held that position. J. Steven Whisler had previously served as Presiding Director.position since that date. 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 when the Chairman is not present;
●	Serving as liaison between the Chairman and independent directors;
●	Approving agendas of the Board and meeting schedules to ensure 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.

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Succession PlanningCorporate Governance  |  How the Board Operates

Board Policies and TalentPractices

Annual Board, Committee and Individual Director Self-Assessment

●	The Board is committed to a robust and constructive evaluation process designed to promote 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:
	—	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.
●	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 the Director Qualification Criteria and Independence Standards discussed above.

Board, Committee and Annual Meeting Attendance

●	The Board met eight times during 2021, with an average aggregate attendance rate of 98 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 2021.
●	As expected by our Corporate Governance Guidelines, all those who were directors at the time of the 2021 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 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, the Presiding Director will also chair an executive session of independent directors at least once annually.
●	In 2021, 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.

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Corporate Governance  |  How the Board Operates

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 auditor 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 turns 75.
●	In addition, our mandatory retirement policy requires the CEO to retire effective on the first day after the month in which he or she turns 65.

Resignation Policies

●

If a director’s principal occupation changes substantially, he or she must tender a resignation for consideration by the Governance Committee. The Governance Committee then recommends to the Board whether to accept the resignation using the Company’s Director Qualification Criteria and Independence Standards.

●

Under our By-Laws, any director nominee in a non-contested election who fails to receive the requisite majority of votes cast “for” his or her election must tender a resignation, and the Board, through its Governance Committee (excluding the nominee in question), will determine whether to accept the resignation at its next regularly scheduled meeting. In case the resignation is not accepted, the Board will disclose the explanation of its decision via a Form 8-K.

Board Committees

In order to fulfill its responsibilities, the Board has delegated certain authority to its committees. The Board has four standing committees: Audit and Finance; Governance; Management Development and Compensation; and Public Policy and Environment. The Board also has an Executive Committee, which meets only if Board action is required and a quorum of the full Board cannot be convened on a timely basis.

Each committee has a charter, which is reviewed annually to ensure compliance with applicable law and sound governance practices. Each committees reviews its own charters, except that the Governance Committee assesses the Executive Committee’s charter. Committee charters are available at www.internationalpaper.comunder the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Board Committees” link. A paper copy is available at no cost by written request to the Corporate Secretary.

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OurCorporate Governance  |  How the Board is actively engagedOperates

Committee Assignments

Independent Board members are assigned to one or more committees. The Governance Committee recommends any changes in assignments to the entire Board. Committee chairs are rotated periodically, usually every three to five years.

	Governance Committee
	4		Meetings in 2021		95%		Attendance Rate

Current Members

Ilene S. Gordon (Chair)

Clinton A. Lewis, Jr.

DG Macpherson

Kathryn D. Sullivan

Anton V. Vincent

All Members are

Independent

Meetings

Meeting agendas are developed by the Chair in consultation with committee members and involvedsenior leaders, who regularly attend the meetings.

Responsibilities

●	Assuring the Company abides by sound corporate governance principles, including compliance with the Company’s Certificate of Incorporation, By-Laws, and Corporate Governance Guidelines, and reviewing conflicts of interest, including related person transactions under our Related Person Transactions Policy and Procedures.
●	In its capacity as the Board’s nominating committee, identifying and recommending individuals qualified to become Board members and for evaluating directors being considered for re-election.
●	Assuring that shareowner communications, including shareowner proposals, are addressed appropriately by the Board or Company management.
●	Recommending non-employee director compensation and assisting the Board in its annual self-assessment.

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Corporate Governance  |  How the Board Operates

	Audit and Finance Committee
	7		Meetings in 2021		100%		Attendance Rate

Current Members

Ray G. Young (Chair)

Christopher M. Connor

Ahmet C. Dorduncu

Anders Gustafsson

Jacqueline C. Hinman

All Members are

Independent

Meetings

Meeting agendas are developed by the Chair in succession planningconsultation with committee members and talent management. Our Board overseessenior management, who regularly attend the meetings. At each meeting, the committee also holds executive sessions without members of management, and annually reviews leadership developmentit also meets privately with representatives from our independent auditor, and assessment initiatives,separately with the Chief Financial Officer, General Counsel, chief audit executive, and Controller.

Responsibilities

●	Assisting our Board in monitoring the integrity of our financial statements and financial reporting procedures.
●	Reviewing the independent auditor’s qualifications and independence, as well as overseeing the performance of our internal audit function and the independent auditor.
●	Coordinating our compliance with legal and regulatory requirements relating to the use and development of our financial resources, as well as ensuring that controls are in place to prevent, deter and detect financial fraud by management. and monitoring the risk of such fraud.

In overseeing the performance of our internal audit function and independent auditor, the committee discusses the scope, significant risks and plans for the independent audit as well as short-the annual internal audit workplan. Throughout the year, at committee meetings and long-termin private sessions, the committee discusses issues encountered or any changes in planned audit scopes. These meetings may include key members of the audit teams, subject matter experts, and key members of the management team.

	Public Policy and Environment Committee
	4		Meetings in 2021		95%		Attendance Rate

Current Members

Kathryn D. Sullivan (Chair)

Ahmet C. Dorduncu

Anders Gustafsson

DG Macpherson

Anton V. Vincent

All Members are

Independent

Meetings

Meeting agendas are developed by the Chair in consultation with committee members and senior leaders, who regularly attend the meetings.

Responsibilities

●	Reviewing environmental and sustainability issues and risks (including climate change) and health and safety issues and risks potentially impacting the Company; contemporary and emerging public policy issues; and pertinent technology issues.
●	Reviewing the Company’s health and safety policies, as well as environmental policies, to ensure continuous improvement and compliance.
●	Reviewing the Company’s policies and procedures for complying with certain of its legal and regulatory obligations, including our Code of Conduct, and reviewing our charitable and political contributions.

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Corporate Governance  |  How the Board Operates

	Executive Committee
	0		Meetings in 2021		NA		Attendance Rate

Current Members

Mark S. Sutton (Chair)

Christopher M. Connor

Ilene S. Gordon

Kathryn D. Sullivan

Ray G. Young

●	The Executive Committee may act for our Board, to the extent permitted by law, if Board action is required and a quorum of our full Board cannot be convened on a timely basis in person or telephonically.
●	The Chairman of our Board, the independent Presiding Director, and the chair of each Board committee are members of the Executive Committee.

	Management Development and Compensation Committee
	6		Meetings in 2021		100%		Attendance Rate

Current Members

Christopher M. Connor (Chair)

Ilene S. Gordon

Jacqueline C. Hinman

Clinton A. Lewis, Jr.

Ray G. Young

All Members are

Independent

Meetings

Meeting agendas are developed by the Chair in consultation with committee members and senior leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), regularly attends meetings.

Responsibilities

●	Overseeing our overall compensation program and approving the compensation of our senior management (other than the CEO) conducting performance evaluations of the Chairman and CEO at least annually, in accordance with the process organized by the Presiding Director; and recommending compensation of the CEO to the independent directors based on such evaluations and other considerations.
●	Discussing with Company management the required disclosure under Item 407(e)(5) of Regulation S-K, including the Compensation Discussion & Analysis (“CD&A”) that is prepared as part of this proxy statement, and recommending that the CD&A be included in the proxy statement.
●	Ensuring we have in place policies and programs for the development of senior leaders and succession planning.
●	Overseeing our retirement and benefit plans for senior officers and approving any significant changes to our retirement and benefit plans for our employees, (the committee may delegate its authority for day-to-day administration and interpretation of these plans, except as it may impact our senior leaders, including the CEO).
●	Overseeing our succession planning and talent management strategies and programs, including with respect to diversity, equity and inclusion.

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Corporate Governance  |  How the Board Operates

Role of Independent Consultant. The Management Development and Compensation Committee engaged FW Cook, commencing in mid-2011, to serve as its independent, external compensation consultant. The committee has sole authority for our senior management. retaining or terminating FW Cook, as well as approving the terms of engagement, including fees. FW Cook works exclusively for the committee and provides no services to the Company, other than services provided in the firm’s capacity as the committee’s consultant. FW Cook is expected to achieve the following objectives:

●	Attend meetings of the Management Development and Compensation Committee as requested;
●	Acquire adequate knowledge and understanding of our compensation philosophy and incentive programs;
●	Provide advice on the direction and design of our executive compensation programs;
●	Provide insight into the general direction of executive compensation within Fortune 500 companies; and
●	Facilitate open communication between our management and the Management Development and Compensation Committee, assuring both parties are aware and knowledgeable of ongoing issues.

Compensation Committee Interlocks and Insider Participation

During 2021, the members of the committee were Mr. Connor, Chair, Ms. Gordon, Ms. Hinman, Mr. Lewis and Mr. Young. None of these individuals was, during the fiscal year, an employee or a current or former officer of the Company. See “Transactions with Related Persons” below for certain required disclosure relating to members of the committee.

In addition, no executive officer of the Company served as either a director or a member of the compensation committee (or its equivalent) of any entity that had one of its executive officers serving on our Board regularly reviewsManagement Development and Compensation Committee or our talent strategy to ensure that it supports our business strategy.Board.

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Corporate Governance  |  Commitment to Sound Corporate Governance Principlesand Ethical Conduct

COMMITMENT TO SOUND CORPORATE GOVERNANCE AND ETHICAL CONDUCT

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 shareowners 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’s vision.

Corporate Governance Guidelines.Our Board has adopted our Corporate Governance Guidelines that 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 its Corporate Governance Guidelinesand committee charters at least annually and makes changes from time to time to reflect developments in the law and the corporate governance area.practices. 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 immediately following the annual meeting.members. Our Board maintains four standing committees, as well as an Executive Committee, which is comprised of the CEO, the Presiding Director and the chairs of each of the standing committees.

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Information About Corporate Governance

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

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:

ShareholderRights	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
BoardIndependence	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

Our Corporate Governance Guidelines and our Board committee charters 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 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.

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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.

•

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 the Director Qualification Criteria and Independence Standards discussed above.

Board, Committee and Annual Meeting Attendance •   The Board met nine times during 2020, with an average aggregate attendance rate of 98 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 2020. •   As expected by our Corporate Governance Guidelines, all those who were directors at the time of the 2020 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 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.

Mandatory Retirement Policies

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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 75. The mandatory retirement age under these guidelines was changed in 2021 from 72 to 75 to conform to the prevailing market practice.

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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2021 Proxy Statement

Table of Contents

Information About Corporate Governance

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.

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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’s Director Qualification Criteria and Independence Standards.

Second, our Amended and Restated Certificate of Incorporation provides for majority voting of directors in non-contested elections. Pursuant to our By-Laws, any director nominee in a non-contested election who fails to receive the requisite majority of votes cast “for” his or her election must tender his or her resignation, and the Board, through its Governance Committee (excluding the nominee in question), will determine whether or not to accept the resignation at its next regularly scheduled meeting. In case the resignation is not accepted, the Board will disclose the explanation of its decision via a Form 8-K.

Board Oversight of the Company

Risk Oversight

The Board is responsible for assuring appropriate alignment of its leadership structure and oversight of management with the interests of shareowners and the communities in which the Company operates. The Board exercises oversight of the Company’s enterprise risk management (ERM) program, which includes strategic, operational and financial matters, as well as compliance, legal and cyber risks. Pursuant to delegated authority as permitted by the Company’s By-Laws, Corporate Governance Guidelines, and committee charters, the Board’s four standing committees oversee certain risks. The Audit and Finance Committee coordinates the risk oversight role exercised by various committees and management, and it receives updates on the risk management processes twice per year. Our Board and its committees receive regular reports from senior managers on areas of material risk, including operational, financial, strategic, competitive, reputational, legal and regulatory risks, and how those risks are managed. The Company’s Corporate Governance Guidelines provide the foundation upon which the Board oversees a working system of principled goal-setting and effective decision-making, with the objective of establishing a vital, agile, and ethical corporate entity that provides value to the shareowners who invest in the Company and to the communities in which it operates.

As an example, the Chief Information Security Officer (CISO) provides reports on the analysis of emerging IT risks as well as plans and strategies to mitigate those risks to senior management on a regular basis. These risks are also aggregated into the Company’s Enterprise Risk Management program. The CISO presents to the Audit & Finance Committee and to the full Board of Directors, as part of the Board’s risk oversight responsibility.

Code of Conduct

Conduct.Our Board has adopted a Code of Conduct (the “Code”) that applies to our directors, officers and all employees to ensure we conduct business in a legal and ethical manner. The Code is available at www.internationalpaper.com, under the “Company” tab at the top of the page, then under “Ethics.” A paper copy is available at no cost by written request to the Corporate Secretary.

Our Global Ethics and Compliance office is located at our global headquarters in Memphis, Tennessee. If an employee, customer, vendor or shareowner has a concern about ethics or business practices of the Company or any of its employees or representatives, he or she may contact the Global Ethics and Compliance office in person, via mail, e-mail, facsimile or telephone. The Code describes multiple channels by which employees may report a concern, such as through their managers, a human resources professional, legal counsel or our internal audit department.

Our HelpLine is also available 24 hours a day, seven days a week, to receive calls from anyone wishing to report a concern or complaint, whether anonymous or otherwise.

Our HelpLine contact information can be found at www.internationalpaper.com, under the “Company” tab at the top of the page, then under “Ethics”and “HelpLine.”

Employee Engagement Policy. 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’s vision.

www.internationalpaper.com

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Our Corporate Governance Guidelines, Code of Conduct and Board committee charters are available at www.internationalpaper.com under the “Company” tab. Paper copies are also available by written request to the Corporate Secretary at the address on page 111 of this proxy statement.