International Paper Company (IP) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 Annual Meeting of Shareowners for International Paper Company. I would like to introduce Mark Sutton, Chairman and Chief Executive Officer of International Paper Company. Mark?

Thank you, operator, and good morning. Welcome to the 122nd Annual Meeting of Shareowners of International Paper Company. I am Mark Sutton, Chairman and Chief Executive Officer of your Company, and I will act as Chair of this meeting. As a result of the public health and safety concerns arising from the coronavirus pandemic and to enable increased access and participation by our shareowners during these difficult circumstances, shareowners are attending this meeting virtually through the Internet. The polls have been opened since 8:15 a.m. Central Time, so you should feel free to vote at any time during this meeting if you have not yet done so. Shareholders may submit questions in the field provided in the web portal during the meeting as provided in the rules of conduct of the meeting. We will answer questions that have been submitted regarding the voting items on the agenda following the discussion of the voting items and before the polls are closed. We will answer questions regarding the company more generally following the adjournment of the formal business of this meeting. [Operator Instructions] Before we proceed, I'd like to introduce the other members of International Paper's Board of Directors who are all present by phone. I'll ask each Director to respond when I call his or her name. Chris Connor. Chris?

Hello.

Ahmet -- Good morning. Ahmet Dorduncu?

Present. Present.

Ilene Gordon?

Good morning.

Morning. Anders Gustafsson?

Good morning.

Good morning, Anders. Jackie Hinman?

Good morning.

Good morning, Jackie. Clint Lewis?

I'm here. Good morning.

Good morning. DG Macpherson?

Good morning.

Good morning, DG. Kathy Sullivan?

I'm here. Good morning, Mark.

Good morning. Anton Vincent?

I'm here. Good morning, Mark.

Good morning, Anton. And finally, Ray Young?

Yes. Good morning, everyone.

Good morning, Ray. Also present here with me is Sharon Ryan, our General Counsel and Corporate Secretary, who is acting as recording Secretary for this meeting. I'll now ask Sharon to run through a few details about the meeting. Sharon?

Thank you, Mark. I call your attention to the rules for conduct of this meeting, which are posted in the meeting materials portion of the web portal. In accordance with International Paper's bylaws, the company has previously appointed Jim Raitt from American Election Services and Peter Scheibelein of Broadridge Financial Services as the inspector of election to receive and tabulate all the votes and ballots and to determine their results. Both Jim and Peter are all with us today by Internet and by phone today and have taken the oath of inspection of the election. Good morning, gentlemen.

Good morning.

Thank you. The Board of Directors fixed March 11, 2021, as the record date for determining shareowners entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either, one, a notice of Internet availability of the notice of the meeting, the proxy statement and the 2020 annual report; or two, the documents [Audio Gap] of the meeting. The list of International Paper shareowners entitled to vote at the 2021 Annual Meeting has been available for inspection at the company's corporate headquarters and is also available for inspection during the meeting by any such shareowner, including on the website used to access the meeting. The shareowner list indicates that as of the record date, there were 392,834,703 shares of common stock outstanding and entitled to vote at this meeting. We have been informed by the inspectors of election that they are represented in person or by proxy shares of common stock representing 340,540,309 or 88% of the voting power on the record date. Since this represents more than 1/3 of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transaction business.

On the basis of the Secretary's report, this meeting is lawfully convened, and I now call the meeting to order. We will begin with some preliminary matters, after which we will introduce the items to be considered at the meeting. Following the presentation of all of the voting items, we will address questions relating to the voting items, and then the polls will be closed for voting. After the formal meeting has been adjourned, I will make a few remarks. And time permitting, we will respond on to appropriate general questions. [Operator Instructions] Now I have a question about one of the voting items on the agenda. That question must be submitted in the field provided on the web portal at or before the time the voting items are before the annual meeting for consideration. So here are the items. Item 1 is the election of directors. Our bylaws provide that the Board of Directors determine the size of the Board, which is presently 11. All 11 directors are standing for reelection at this meeting for 1 year terms expiring in 2022. All 11 directors standing for reelection have been recommended by the Governance Committee, which is made up entirely of independent directors and endorsed by the Board. The candidates are Chris Connor; Ahmet Dorduncu; Ilene Gordon; Anders Gustafsson; Jackie Hinman; Clint Lewis; DG Macpherson; Kathy Sullivan; myself, Mark Sutton; Anton Vincent; and Ray Young. As stated in the proxy, your Board of Directors recommends a vote for the 11 director nominees. Item 2 is the ratification of the selection of our independent auditor for the fiscal year ending December 31, 2021. Our Audit Finance Committee has selected and the Board of Directors has approved Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2021. We have asked shareowners to ratify this selection. Our representative from Deloitte & Touche, Randy Stokx, is in attendance by phone today and will be available to answer any questions later in our question-and-answer session. Good morning, Randy. Item 3 is the consideration of a nonbinding resolution to approve the compensation of the company's named executive officers. The Board of Directors has recommended a vote for this proposal. And Item 4 is a shareowner proposal to reduce the ownership threshold for requesting action by written consent, and I believe Mr. Chevedden is in attendance by phone to present his proposal. As noted in the rules for conduct of this meeting, which have been provided to Mr. Chevedden and are also posted on the website used to access this meeting, he has up to 3 minutes to present the proposal. Good morning, Mr. Chevedden.

This is John Chevedden. Can you hear me okay?

We can.

Our proposal 4, improve shareholder written consent sponsored by Kenneth Steiner. Those requests our Board of Directors take the steps necessary to enable 10% of shares to request a record date to initiate written consent. It currently takes the [indiscernible] of 20% of shares to take such a small step as to request a date for management for written consent. The purpose of this proposal is to improve management and accountability to shareholders. If you have voted against this proposal, please consider changing your vote before the polls close in a minute or 2. This proposal topic just won majority support at BorgWarner on April 28. Our current version of written consent, like the BorgWarner written, consent is useless and would not be used by any group of shareholders in their right mind. Why would any group only 20% of our stock seek to do so little as to get a date on the calendar for management when the same group of shareholders with less effort can compel management to hold a special shareholder meeting on a topic of their choosing. Door #1 is the date on the calendar for management and door #2 takes less effort and compels management to hold a special shareholder meeting. Thus door #2, a special shareholder meeting is the clear choice, and our current written consent is thus useless. Really, shareholders were made aware of the uselessness of our current written consent would not approve it, yet management claims that shareholders did approve it. This shows how management abuse shareholder engagement by withholding key information on written consent in order for management to claim the guided shareholder approval. As a result, the members of the Governance Committee deserves against votes for attempting to mislead shareholders. Ilene Gordon, Chair of the Governance Committee; Clinton Lewis; DG Macpherson; Kathryn Sullivan; and Anton Vincent. Ms. Gordon is also the presiding Director who should know better than anyone to not attempt to deceive shareholders. Taking action by written consent as a mean shows 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 board's performing director is in need of replacement. Mr. Dorduncu may see 20x as many negative votes as 2 of his International Paper director peers at the 2020 Annual Meeting, as an example.

Thank you, Mr. Chevedden. Our Board of Directors unanimously recommend that you vote against this proposal. We will now address any questions received relating to any of the voting items. [Operator Instructions] Guillermo Gutierrez, the company's Vice President of Investor Relations, will now read questions received through the Internet related to any of the voting items.

There are no questions related to voting items at this time.

Only stockholders of the International Paper Company as of March 11, 2021, the record date, or their duly authorized proxies are entitled to vote. If you have already voted by the proxy, you need not vote again unless you want to change your vote. If you have not yet voted or wish to change your vote, you may do so through the Internet by clicking on the Voting button on the web portal and following the instructions there. I will pause shortly to allow anyone who wishes to vote to do so. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls are hereby closed at 8:44 a.m. Central Time. The inspectors of elections are now instructed to finalize the tabulations and prepare the report on the voting.

Sharon, please present the preliminary voting results.

We have been informed by the inspectors of election that the preliminary vote report indicates that each of the 11 nominees for Director has been duly elected; the selection of Deloitte & Touche LLP, the external auditor for 2021, has been ratified; the nonbinding resolution to approve the compensation of the company's named executive officers has been approved; the shareowner proposal to reduce the ownership threshold for requesting action by written consent has been defeated. We will report these final voting results on a Form 8-K to be filed within 4 business days of the date of this meeting.

Thank you, Sharon. There being no further business to come before the meeting, we are now adjourned. And before I address your general questions, I want to share a few comments on our performance last year and some perspectives on 2021. Like many companies, COVID-19 pandemic forced us to work in different ways. But at IP, it also strengthened our sense of responsibility and pride and safely manufacturing essential sustainable products that people depend on every day. I'm incredibly proud and grateful for our global teams and their ongoing commitment to our customers, our communities, our shareowners and to each other. In a year full of unprecedented challenges, we stayed true to our core values of safety, ethics and stewardship and introduced Vision 2030, a set of robust goals to drive sustainable outcomes for people and communities, the environment and for our customers. We continue to demonstrate our strength and resilience by adapting to our customers' rapidly changing needs, and we managed cost extremely well across our 3 businesses. We also took prudent and early actions to reinforce cash generation and enhance our financial strength in the face of economic uncertainty. Through the combination of these actions, we delivered solid earnings, outstanding free cash flow, and we generated the 11th consecutive year of value-creating returns. We continue to make choices consistent with our capital allocation framework, strengthening our balance sheet and returning cash to you, our shareowners. [Audio Gap] businesses to enhance our capabilities, serve customers and grow earnings. 2020 was definitely a year of [Audio Gap] to navigate all types of economic conditions, operate safely and produce solid results. Turning to 2021. We're excited about the path we are charging to strengthen our packaging business, drive sustainable, profitable growth and accelerate value creation for our customers and shareowners. Work continues on the spin-off of our Printing Papers business. And with a more focused portfolio, we are taking meaningful steps to deliver between $350 million and $400 million in incremental earnings growth by the end of 2023. I'm confident in the strength of International Paper and our ability to drive improvement, and I'm proud of our team and our results. We are committed to strengthening our company for all stakeholders in the short term and in the long term as we pursue our vision to be among the most successful, sustainable and responsible companies in the world. On behalf of International Paper's Board of Directors and our employees around the world, thank you for your continued support and ownership of International Paper. We now have up to 15 minutes to address any appropriate general questions that we have received. As set forth in the rules for conduct of the meeting, each shareholder is limited to one question or comment, and we will not take more than a minute to read a question so that we can give all shareholders an equal chance to participate. Mr. Gutierrez, once again, will read the questions received through the Internet. Guillermo?

Thank you, Mark. We have one shareholder question at this time. Please give examples of product innovations in the past year.

It's a great question. One of the things we're most proud of is [Audio Gap] with the strong, strong growth in e-commerce last year, we developed a proprietary system to help our customers maximize and optimize their suite of packaging [Audio Gap] space in their packaging by almost 15%. That saves tremendous amount of shipping costs for our customers, shipping is 90% more expensive in many cases than the box. It also has helped us earn new business with many, many e-commerce customers. So it's a traditional approach to changing our products, but also offering a value-added service for our customers. And when we put the 2 together, we have grown tremendously with e-commerce customers.

There are no further questions.

There being no further questions [Audio Gap]