UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 11, 2024, International Paper Company (the “Company”) held a special meeting of its shareholders (the “Company Special Meeting”) in connection with the proposed acquisition (the “Acquisition”) by International Paper UK Holdings Limited, an indirect wholly owned subsidiary of the Company (“International Paper Bidco”) of the entire issued and to be issued ordinary shares of DS Smith Plc, a public limited company registered in England and Wales (“DS Smith”). At the Company Special Meeting, holders of the Company’s shares of common stock, par value $1.00 per share (the “Common Stock”), approved the proposals relating to the Acquisition as described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 12, 2024.
Of the 347,379,366 shares of Common Stock outstanding on the record date (September 12, 2024) and entitled to vote at the Company Special Meeting, holders of 283,548,411 shares of Common Stock were present at the Company Special Meeting in person or by proxy, constituting a quorum.
The voting results at the Company Special Meeting were as follows:
| 1. | To approve the proposed issuance of the new shares of Common Stock to the shareholders of DS Smith in connection with the Acquisition (the “Share Issuance Proposal”). |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 281,946,921 | 861,263 | 740,277 | 0 |
| 2. | To approve the adjournment of the Company Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes cast at the Company Special Meeting to approve the Share Issuance Proposal. |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 223,354,906 | 59,449,752 | 743,753 | 0 |
| Item 8.01. | Other Events. |
On October 11, 2024, the Company issued a press release announcing the voting results of the Company Special Meeting. A copy of the Company press release is attached as Exhibit 99.1 to this report and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Company Press Release, dated October 11, 2024 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNATIONAL PAPER COMPANY | ||||||
| Dated: October 11, 2024 | ||||||
| By: | /s/ Joseph R. Saab | |||||
| Name: | Joseph R. Saab | |||||
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |||||