DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12

Sylvamo Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2024 Annual Meeting of Shareowners of Sylvamo Corporation

Meeting Date

Thursday, May 16, 2024

Meeting Time

11:30 a.m. U.S. Central Time

Meeting Location

Sylvamo World Headquarters

6077 Primacy Parkway

Memphis, Tennessee 38119


Proposals on which shareowners will vote		Vote recommended by our board of directors

Proposal 1 Elect the eleven director nominees named in the proxy statement to our board of directors		FOR each nominee

Proposal 2 Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024		FOR

Proposal 3 Approve, on a non-binding advisory basis, the compensation of our named executive officers		FOR

Proposal 4 Approve an amendment to our Amended and Restated Certificate of Incorporation to eliminate our officers’ personal liability for breach of fiduciary duty to the fullest extent permitted by Delaware law		FOR

Your Vote is Important

If you are a registered shareowner and you received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, please vote promptly using any of the methods listed below.



	VOTE BY INTERNET	Go to www.proxypush.com/SLVM and follow the voting instructions on the notice or proxy card that you received.

	VOTE BY PHONE	Call 866-509-1053 and follow the voting instructions on the notice or proxy card that you received.

	VOTE BY MAIL	Follow the instructions for voting by mail on the notice or proxy card that you received.

	VOTE AT THE MEETING	Refer below to “Attendance at the Meeting.”

If you hold your shares in street name through a bank or broker, please refer to the voting instructions received from your bank or broker for information on how to vote your shares, and if you plan to vote in person at the meeting, you must present a valid legal proxy from your bank or broker that is the record holder of your shares.

Attendance at the Meeting

To attend the meeting, you must be a shareowner of Sylvamo on the record date. If you are a registered shareowner, you may vote at the meeting by delivering your completed proxy card in person or by completing and delivering a ballot in person and providing government-issued proof of identification. If you are a beneficial owner of shares held in street name, you may vote at the meeting only if you obtain and bring to the meeting a legal proxy from your broker or bank that is the record holder of your shares, giving you the right to vote those shares in person at the meeting.

Shareowners of record of Sylvamo Corporation common stock (NYSE: SLVM) on the record date of March 18, 2024, are entitled to vote at the meeting and at any postponements or adjournments of the meeting. A list of these shareowners will be available for inspection and review at Sylvamo’s headquarters in Memphis, Tennessee, starting May 2, 2024. We will also make the list available for inspection in person at the meeting.

By order of the Board of Directors,

LOGO

Matthew L. Barron

Senior Vice President, Chief Administrative and Legal Officer,

and Corporate Secretary

April 5, 2024

The following materials of Sylvamo Corporation are available for viewing and printing at www.proxydocs.com/SLVM:

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Notice of 2024 Annual Meeting of Shareowners

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Sylvamo’s 2024 Proxy Statement (“Proxy Statement”)

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Sylvamo’s 2023 Annual Report (“Annual Report”), which includes our annual report on Form 10-K for the year ended De

SEC Form DEF 14A filed by Sylvamo Corporation