International Paper

On January 3, 2023, Gregory T. Wanta, Senior Vice President, North American Container, of International Paper Company (the “Company”) notified the Company of his intent to retire after a transition period. Mr. Wanta has been with the Company for 31 years, and has served as the Company’s Senior Vice President, North American Container since 2016.

On May 9, 2022, Sharon R. Ryan, Senior Vice President, General Counsel and Corporate Secretary of International Paper Company (the “Company”) notified the Company of her intent to retire effective June 30, 2022. Ms. Ryan joined the Company in 1988, and has served as the Company’s Senior Vice President, General Counsel and Corporate Secretary since 2011.

On April 12, 2022, Vincent P. Bonnot, Vice President, Finance, and Controller of International Paper Company (the “Company”) was named Vice President, Financial Planning and Analysis, effective May 1, 2022. Additionally, Holly G. Goughnour was appointed as Vice President, Finance, and Controller, effective May 1, 2022. Ms. Goughnour, age 45, currently serves as Vice President, Tax, a position she has held since September 2018. She previously served as Senior Director, Global Tax Operations, from May 2017 to September 2018, and as Director, International Tax and Tax Technology, from April 2015 to May 2017. From May 2014 to April 2015, she served as Director, Tax Technology and Incentives & Credits, and from August 2011 (the date Ms. Goughnour joined the Company) to May 2014, she was Director, Income Tax Accounting. Ms.

(d) Election of New Director: On February 18, 2021, the Board of Directors (the “Board”) of International Paper Company (the “Company”) elected DG Macpherson as a director, effective March 1, 2021, and assigned him to its Governance Committee and Public Policy and Environment Committee effective May 10, 2021. Mr. Macpherson’s term as a director will expire at the annual meeting of the Company’s stockholders in May 2021, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Macpherson, the size of the Board will be 12 members. As previously disclosed, J. Steven Whisler is not standing for reelection, so the Board intends to reduce its size to 11 directors immediately following the annual meeting. Mr. Macpherson, age 53, currently serves as Chairman of the Board and Chief Executive Officer of W.W. Grainger, Inc.

(b) Departure of Directors: On February 3, 2021, J. Steven Whisler provided notice of his decision to retire from the Board of Directors (the “Board”) of International Paper Company (the “Company”) effective immediately before the next annual meeting of the Company’s stockholders on May 10, 2021, and not stand for reelection at the meeting. Because Mr. Whisler is not standing for reelection, the size of the Board will be reduced by one director immediately following the annual meeting. Mr. Whisler has served with distinction on the Company’s Board since 2007, and his decision to retire was not the result of any disagreement with the Company or its management on any matter. As previously reported on a Current Report on Form 8-K filed by the Company on January 12, 2021, William J.

On January 11, 2021, United States President-Elect Joseph R. Biden, Jr., announced William J. Burns, a member of the board of directors (the “Board”) of International Paper Company (the “Company”), as his nominee for Director of the Central Intelligence Agency. This nomination requires confirmation by the U.S. Senate. Ambassador Burns has notified the Company of his decision to resign from the Board if and when the Senate confirms his appointment. SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Catherine I. Slater, Senior Vice President – Global Cellulose Fibers and IP Asia, will be leaving International Paper Company (the “Company”), effective January 31, 2021. Ms. Slater and the Company executed an Agreement Regarding Continued Employment, Termination, Severance and General Release dated September 8, 2020 (the “Agreement”), which was approved by the Management Development and Compensation Committee of the Company’s Board of Directors. Pursuant to the Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, Ms. Slater will receive the standard termination allowance and other standard severance benefits under the Company’s Salaried Employee Severance Plan. The standard termination allowance is a lump sum cash payment equal to two weeks of salary for each year or partial year of service, which is $858,462 for Ms.

(b) Retirement of Director: On February 11, 2019, David J. Bronczek provided notice of his decision to retire from the Board of Directors (the “Board”) of International Paper Company (the “Company”) effective February 28, 2019. Mr. Bronczek has served with distinction on the Board since 2006. Mr. Bronczek’s decision to retire was not the result of any disagreement with the Company or its management on any matter. (d) Election of New Director: On February 12, 2019, the Board elected Anders Gustafsson as a director and assigned him to its Audit and Finance Committee and Public Policy and Environment Committee effective March 1, 2019. Mr. Gustafsson’s term as a director will expire at the annual meeting of the Company’s stockholders in May 2019, at which time his continued Board service will be subject to renomination and stockholder approval. With the concurrent retirement of Mr.

Effective December 31, 2018, Admiral Jay L. Johnson retired from the Board of Directors of International Paper Company, pursuant to the Board’s mandatory retirement policy. Under this policy, a director is required to retire from the Board effective December 31 of the year in which he or she attains the age of 72. 2

As previously reported on a Current Report on Form 8-K filed by International Paper Company (the “Company”) on June 20, 2018, as amended by a Current Report on Form 8-K/A filed by the Company on July 27, 2018 (as amended, the “Original 8-K”), Timothy S. Nicholls was appointed Senior Vice President and Chief Financial Officer of the Company effective June 20, 2018. The Company is filing this Current Report on Form 8-K/A to amend the Original 8-K to report that on October 8, 2018, the Management Development and Compensation Committee of the Company’s Board of Directors approved the following compensation adjustments for Mr.

As previously reported on a Current Report on Form 8-K filed by International Paper Company (the “Company”) on June 20, 2018 (the “Original 8-K”), Glenn R. Landau no longer serves as Senior Vice President and Chief Financial Officer of the Company and is leaving the Company for personal reasons. The Company is filing this Current Report on Form 8-K/A to amend the Original 8-K to report that: ● Mr. Landau’s last day of employment with the Company will be July 31, 2018. ● On July 23, 2018, Mr. Landau and the Company executed a Termination Agreement and Release dated July 6, 2018 (the “Agreement”), which was approved by the Management Development and Compensation Committee of the Company’s Board of Directors. Pursuant to the Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, Mr.

Effective June 20, 2018, Timothy S. Nicholls, age 56, has been appointed Senior Vice President and Chief Financial Officer of International Paper Company (the “Company”), a position he previously held from December 2007 through November 2011. Mr. Nicholls currently serves as Senior Vice President – Industrial Packaging the Americas, a position he has held since November 2014, immediately prior to which he served as Senior Vice President – Printing & Communications Papers the Americas from November 2011. In 1991, he joined Union Camp Corporation, which was acquired by the Company in 1999. There have been no transactions since the beginning of IP’s last fiscal year, and there are no currently proposed transactions, in which IP was or is to be a participant and in which Mr.

On March 20, 2018, John L. Townsend, III provided notice of his decision to retire from the Board of Directors of International Paper Company (the “Company”), effective immediately before the next annual meeting of the Company’s stockholders on May 7, 2018, and not stand for reelection at the meeting. Because Mr. Townsend is not standing for reelection, the Board intends to reduce its size to 12 directors immediately following the annual meeting. Mr. Townsend has served with distinction on the Company’s Board since 2006. Mr. Townsend’s decision to retire was not the result of any disagreement with the Company or its management on any matter, but was prompted by his desire to allocate more of his time to his many other philanthropic and public service commitments. 2

Effective December 31, 2017, Stacey J. Mobley and William G. Walter each retired from the Board of Directors of International Paper Company, pursuant to the Board’s mandatory retirement policy. Under this policy, a director is required to retire from the Board effective December 31 of the year in which he or she attains the age of 72. 2

On October 10, 2017, the Board of Directors (the “Board”) of International Paper Company (the “Company”) elected Jacqueline C. Hinman and Clinton A. Lewis, Jr., effective November 4, 2017, and assigned Ms. Hinman to the Board’s Audit and Finance Committee, Mr. Lewis to its Governance Committee and each of them to its Public Policy and Environment Committee. Their terms as directors will expire at the annual meeting of the Company’s stockholders in May 2018, at which time their continued Board service will be subject to renomination and stockholder approval. With their election, the size of the Board will be 15 members. Ms.

On July 11, 2017, the Board of Directors (the “Board”) of International Paper Company (the “Company”) elected Christopher M. Connor as a director and assigned him to its Audit and Finance Committee and its Management Development and Compensation Committee, effective October 1, 2017. Mr. Connor’s term as a director will expire at the annual meeting of the Company’s stockholders in May 2018, at which time his continued Board service will be subject to renomination and stockholder approval. With the election of Mr. Connor, the size of the Board will be 13 members. Mr. Connor, age 61, retired as Executive Chairman of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, in December 2016 and as its Chairman and Chief Executive Officer in December 2015.

On February 14, 2017, the Board of Directors (the “Board”) of International Paper Company (“the Company”) elected Dr. Kathryn D. Sullivan as a director and assigned her to its Governance and Public Policy & Environment Committees, effective March 1, 2017. Dr. Sullivan’s term as a director will expire at the annual meeting of the Company’s stockholders in May 2017, at which time her continued Board service will be subject to renomination and stockholder approval. With the election of Dr. Sullivan, the size of the Board is now 12 members. Dr. Sullivan, age 65, is the Charles A. Lindbergh Fellow of Aerospace History at the Smithsonian National Air and Space Museum (effective March 1, 2017). Dr. Sullivan served in several roles in the U.S.

Effective December 31, 2016, Joan E. Spero retired from the Board of Directors of International Paper Company, pursuant to the Board’s mandatory retirement policy. Under this policy, a director is required to retire from the Board effective December 31 of the year in which he or she attains the age of 72. 2

Carol L. Roberts, Senior Vice President – Chief Financial Officer of International Paper Company (the “Company”), will be retiring from the Company, effective March 31, 2017. She will no longer serve as the Company’s Chief Financial Officer after the filing with the Securities and Exchange Commission of the Company’s Annual Report on Form 10-K for the year ending December 31, 2016 (the “Filing”). On October 10, 2016, in recognition of Ms. Roberts’ long and dedicated service to the Company, the Management Development and Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) approved the immediate acceleration of the vesting of 20,000 restricted shares of Company stock held by Ms. Roberts, which were originally scheduled to vest on August 1, 2018. Glenn R.

On March 22, 2016, Terri L. Herrington, Vice President, Finance, and Controller, notified International Paper Company (the “Company”) that she plans to retire on December 31, 2016. Vincent P. Bonnot has been appointed Vice President, Finance, and Controller, effective July 1, 2016. Mr. Bonnot, age 45, currently serves as Chief Financial Officer, International Paper Europe, Middle East and Africa (“IP EMEA”), a position he has held since November 2013. He previously served as Finance Director for the IP EMEA packaging business from June 2010 to November 2013, and as Director of Strategic Planning for IP EMEA from September 2008 (when he joined the Company) to June 2010. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr.

On February 8, 2016, the Management Development and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of International Paper Company (the “Company”) adopted the Company’s 2016 Management Incentive Plan (the “2016 MIP”), the Company’s annual, cash-based incentive compensation plan. The 2016 MIP reflects a change to the Company performance metrics and their relative weighting from the prior-year plan: 70% Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) (from 50% Cash Flow from Operations); and 30% Return on Invested Capital (“ROIC”) (from 50% ROIC). All other aspects of the 2016 MIP remain materially consistent with the prior-year plan. The 2016 MIP is attached hereto as Exhibit 99.1 and is incorporated herein by reference.