8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 1, 2023

SYLVAMO CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number 001-40718

Delaware	86-2596371
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
6077 Primacy Parkway, Memphis, Tennessee	38119
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (901) 519-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 per share par value	SLVM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

Item 5.02.         Departure of Directors or Certain Officers

On May 1, 2023, Gregory C. Gibson, Senior Vice President and General Manager, North America, of Sylvamo Corporation (the “Company”), notified the Company of his intent to retire effective March 31, 2024.

The Company plans to make the following leadership changes effective July 1, 2023: Mr. Gibson will serve as the Company’s Senior Vice President, Commercial Excellence, until his retirement; and Rodrigo Davoli will serve as the Company’s Senior Vice President and General Manager, North America. Mr. Davoli previously served as the Company’s Senior Vice President and General Manager, Latin America.

Commencing January 1, 2024, Mr. Gibson will receive a monthly base salary of $50,000 until his retirement date of March 31, 2024, and professional fees estimated at $10,000 for retirement transition services. He will not be eligible to participate in the Company’s Annual Incentive Program (annual cash bonus) and long-term incentive program (equity awards) in 2024.

Item 8.01.        Other Events

On May 4, 2023, Sylvamo issued a press release announcing Mr. Gibson’s retirement. A copy of the press release is included as Exhibit 99.1 to this Current Report. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.         Financial Statements and Exhibits

(d)	Exhibits.
99.1	Press Release dated May 4, 2023

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Sylvamo Corporation
Date: May 4, 2023		/s/ Matthew L. Barron
	Name:	Matthew L. Barron
	Title:	Senior Vice President and General Counsel

EX-99.1

Exhibit 99.1

Sylvamo Announces Senior Leadership Changes

MEMPHIS, Tenn.--(BUSINESS WIRE)--May 4, 2023--Sylvamo (NYSE: SLVM), the world’s paper company, is announcing senior leadership changes effective July 1.

Greg Gibson, senior vice president and general manager, North America, will be elected senior vice president, Commercial Excellence, until his retirement March 31, 2024. Gibson joined the industry in 1982 and has served in various sales, marketing, general management and senior leadership roles in North America and Europe.

Rodrigo Davoli, senior vice president and general manager, Latin America, will be elected senior vice president and general manager, North America. Davoli joined the industry in 1993 and has served in various finance, strategic planning, sales, marketing, general management and senior leadership roles in Latin America and Europe.

They will assist each other with transitions throughout the third quarter.

“I would like to congratulate Greg on an impressive four-decade career in our industry. He is an industry leader known for consistently delivering strong results,” said Jean-Michel Ribiéras, chairman and chief executive officer. “I am excited to welcome Rodrigo to North America to help us continue building a better future for our employees, customers and investors.”

Gibson and Davoli joined International Paper in 2000 with the acquisition of Champion International. They were elected senior vice presidents of Sylvamo during the 2021 spinoff.

A successor who will lead Latin America will be named in the coming weeks.

About Sylvamo

Sylvamo (NYSE: SLVM) is the world’s paper company with mills in Europe, Latin America and North America. Our vision is to be the employer, supplier and investment of choice. We transform renewable resources into papers that people depend on for education, communication and entertainment. Headquartered in Memphis, Tennessee, we employ more than 6,500 colleagues. Net sales for 2022 were $3.6 billion. For more information, please visit Sylvamo.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including about changes in our leadership to become effective in July 2023. Any or all forward-looking statements may turn out to be incorrect, and our actual actions and results could differ materially from what they express or imply, because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control. These risks, uncertainties, and other factors include those disclosed in the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended Dec. 31, 2022, filed with the U.S. Securities and Exchange Commission (SEC) and in our subsequent filings with the SEC, available on our website, Sylvamo.com. These forward-looking statements reflect our current expectations, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Sylvamo Global:
Adam Ghassemi
901-519-8115
adam.ghassemi@sylvamo.com

XML

Document and Entity Information	May 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 01, 2023
Entity File Number	001-40718
Entity Registrant Name	SYLVAMO CORP.
Entity Central Index Key	0001856485
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-2596371
Entity Address, Address Line One	6077 Primacy Parkway
Entity Address, City or Town	Memphis
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	38119
City Area Code	901
Local Phone Number	519-8000
Title of 12(b) Security	Common Stock, $1.00 per share par value
Trading Symbol	SLVM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false