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MAURA ABELN SMITH SENIOR VICE PRESIDENT, GENERAL COUNSEL & CORPORATE SECRETARY | INTERNATIONAL PLACE III 6400 POPLAR AVENUE MEMPHIS, TN 38197
T 901-419-3829 F 901-214-1248
maura.abelnsmith@ipaper.com | |||
April 2, 2009
VIA Facsimile and EDGAR Correspondence
Mr. John Reynolds
Division of Corporation Finance
United States Securities and Exchange Commission
One Station Place
100 F Street, N.E.
Washington, D.C. 20549
| Re: | International Paper Company Preliminary Proxy Statement on Schedule 14A Filed March 23, 2009 File No. 001-03157 |
Dear Mr. Reynolds:
On behalf of International Paper Company (the “Company”), I am responding to comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission as set forth in your letter dated March 26, 2009 (the “March Comment Letter”) relating to the above-captioned Proxy Statement. This response (the “Company’s Second Response”) supplements our initial response of March 27, 2009 (the “Company’s First Response”), following our telephone conversation with the Staff on April 2, 2009.
To facilitate your review, I have reproduced below the text of the March Comment Letter and the Company’s First Response. The Company’s Second Response immediately follows the Company’s First Response.
March Comment Letter:
Question and Company Response:
Question 1. We note the statement in your response letter dated July 22, 2008 regarding disclosure of the targeted improvement for “employee engagement.” We also note that you do not disclose the employee engagement targets on page 47, where you indicate that 30% of your MIP awards are based upon individual performance, including “employee engagement.” Please explain to us why you
Mr. John Reynolds
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April 2, 2009
believe the employee engagement targets for the previous fiscal year are not required disclosure under Item 402 of Regulation S-K.
Company’s First Response:
As described in our July 22, 2008, correspondence to the Staff referenced above, the Company utilized the Q12 survey developed by Gallup Consulting® as one performance metric to determine the award pool for the 2007 Management Incentive Plan (“MIP”). In our June 23, 2008, correspondence to the Staff, we provided the 2007 employee engagement target based on the Q12 survey utilized for our 2007 MIP. However, as described on page 47 of our Preliminary Proxy Statement filed March 23, 2009, the Company did not utilize employee engagement as a performance metric to determine the award pool for our 2008 MIP. Rather, in 2008, Company performance was evaluated exclusively on financial results. The target and weighting of each performance metric for the 2008 MIP award pool are set forth in the table titled “2008 MIP Performance Metrics & Objectives” on page 47.
We state further on page 47 of our Preliminary Proxy Statement that, in 2008, certain non-financial metrics, such as workforce diversity and employee engagement, were incorporated into the pre-established individual objectives of our executive officers and vice presidents. As described on page 44 of our Preliminary Proxy Statement, individual objectives are established for each executive officer and vice president based on quantitative and qualitative goals. The individual objectives of our NEOs are set forth on pages 44-45 of our Preliminary Proxy Statement. No quantitative employee engagement target was utilized as an individual objective in 2008 for any NEO. Employee engagement may have been an individual objective of certain other officers, depending on the needs of a particular staff group or business unit. However, to the extent this objective was utilized in part to determine an officer’s 2008 MIP award, it would be based on a subjective evaluation of achieving improved employee engagement by the officer’s manager, and would not be based on a quantitative engagement target in 2008.
Company’s Second Response:
Based on our telephone conversation with the Staff on April 2, 2009, we supplement the Company’s First Response with the following additional information. We propose deleting the paragraph shown on page 47 under the heading “MIP Performance Metrics and Objectives” in its entirety and inserting the following language in our Definitive Proxy Statement on Schedule 14A in lieu thereof:
MIP Performance Metrics and Objectives
The 2008 MIP performance metrics and target performance objectives established by the Committee are shown below. In 2008, Company performance was evaluated exclusively on financial results. In prior years, Company performance objectives included non-financial performance metrics, such as employee engagement and workforce diversity. In 2008, depending on the needs of a particular staff group or business unit, those key performance drivers may have been incorporated into the 2008 individual performance objectives of our executive officers and vice presidents. However, no quantitative target for employee engagement was utilized as an individual
Mr. John Reynolds
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objective for any of our NEOs in 2008. The pre-established individual objectives of our NEOs are shown on pages 44-45. For all of these officers, Company performance determines 70 percent of each officer’s award, and individual performance determines 30 percent of the award. The CEO may recommend an additional award for superior performance above the officer’s calculated award.
We hope that this letter better explains our previous response and addresses your most recent inquiry.
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In addition to the Staff’s request for responses in connection with the March Comment Letter, I, on behalf of the Company, provide the following acknowledgement:
| • | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
Sincerely,
Maura A. Smith
Senior Vice President, General Counsel & Corporate Secretary
| cc: | John V. Faraci Jerry N. Carter William G. Walter |