MEMPHIS, Tenn., Oct. 17 -- The board of directors of International Paper has authorized an amendment to the company's certificate of incorporation to declassify the board of directors and to provide for the annual election of directors. The company's proxy statement will include a proposal to shareholders, recommended by the board, to approve the amendment at the 2008 annual shareholders' meeting.
The directors of International Paper currently are elected by class to staggered three-year terms. If the amendment is approved, declassification will be phased in over a three-year period. Beginning with the 2011 annual meeting, all directors will be elected annually for one-year terms. The phased-in approach allows for a simplified transition under both New York law and the company's certificate of incorporation, and provides needed continuity throughout the company's transformation plan.
"Our board of directors has reviewed these issues carefully and decided to begin instituting this change," said John Faraci, International Paper chairman and chief executive officer. "Over the past several years, the company considered the issue of annual director elections, and with the transformation plan well underway, we believe the timing is right to move forward."
Separately, the board of directors also unanimously authorized an amendment to the company's certificate of incorporation to provide for the election of directors by majority vote, following a 2007 shareholder proposal, endorsed by the board, in favor of the change. The company's proxy statement will include a proposal to shareholders, recommended by the board, to approve this amendment at the 2008 annual shareholders' meeting.
Details of these actions will be provided in the company's proxy statement, which will be sent to all shareholders in advance of the 2008 annual meeting.