Form 8-K - Current report

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, 2024

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact Name of Registrant as Specified in its Charter)

New York

1-4858

13-1432060

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


521 West 57th Street New York, New York		10019

200 Powder Mill Road Wilmington, Delaware		19803
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 765-5500

(Former name or former address, if changed since last report)

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:

☐	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, par value 12 1/2 cents per share	IFF	New York Stock Exchange
1.800% Senior Notes due 2026	IFF 26	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. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 1, 2024, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) ten individuals were elected to serve as directors of the Company; (ii) the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 was ratified; (iii) the compensation of the Company’s named executive officers was approved in an advisory vote; (iv) the Company’s Amended and Restated 2021 Stock Award and Incentive Plan was approved; and (v) the shareholder proposal to commission a third-party assessment on the Company’s commitment to freedom of association and collective bargaining rights was not approved. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 21, 2024 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.

The individuals elected to the Company’s Board of Directors for terms expiring at the Annual Meeting in 2025, as well as the number of votes cast for, votes cast against, abstentions and broker non-votes with respect to each of these individuals are set forth below:


	For		Against		Abstain		Broker Non-Votes
Kathryn J. Boor		217,291,587		4,028,099		111,834		12,198,373
Mark J. Costa		219,844,812		1,470,804		115,904		12,198,373
Carol Anthony (John) Davidson		217,470,225		3,847,751		113,544		12,198,373
Roger W. Ferguson, Jr.		214,251,916		7,058,252		121,352		12,198,373
John F. Ferraro		217,705,243		3,608,764		117,513		12,198,373
J. Erik Fyrwald		218,261,318		3,052,643		117,559		12,198,373
Christina Gold		202,313,836		19,004,165		113,519		12,198,373
Gary Hu		216,597,507		4,718,672		115,341		12,198,373
Kevin O’Byrne		215,973,276		5,207,957		250,287		12,198,373
Dawn C. Willoughby		218,132,029		3,183,542		115,949		12,198,373

The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 received the following votes:


For	Against	Abstain
224,390,748	9,009,554	229,591

The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2023, as disclosed in the Proxy Statement, received the following votes:


For	Against	Abstain	Broker Non-Votes
207,742,404	13,502,197	186,919	12,198,373

The proposal to approve the Company’s Amended and Restated 2021 Stock Award and Incentive Plan, as disclosed in the Proxy Statement, received the following votes:


For	Against	Abstain	Broker Non-Votes
214,081,831	7,166,112	183,577	12,198,373

The shareholder proposal to commission a third-party assessment on the Company’s commitment to freedom of association and collective bargaining rights, as disclosed in the Proxy Statement, received the following votes:


For	Against	Abstain	Broker Non-Votes
37,247,845	182,582,606	1,601,069	12,198,373

SIGNATURES

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.


		INTERNATIONAL FLAVORS & FRAGRANCES INC.

By:		/s/ Jennifer Johnson
Name:		Jennifer Johnson
Title:		Executive Vice President, General Counsel and Corporate Secretary

Date: May 7, 2024

Document and Entity Information	May 01, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 01, 2024
Entity Registrant Name	INTERNATIONAL FLAVORS & FRAGRANCES INC
Entity Incorporation State Country Code	NY
Entity File Number	1-4858
Entity Tax Identification Number	13-1432060
Entity Address Address Line 1	521 West 57th Street
Entity Address City Or Town	New York
Entity Address State Or Province	NY
Entity Address Postal Zip Code	10019
City Area Code	212
Local Phone Number	765-5500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000051253
Amendment Flag	false
Other Address [Member]
Entity Information [Line Items]
Entity Address Address Line 1	200 Powder Mill Road
Entity Address City Or Town	Wilmington
Entity Address State Or Province	DE
Entity Address Postal Zip Code	19803
Common Stock, par value 12 1/2¢ per share [Member]
Entity Information [Line Items]
Security 12b Title	Common Stock, par value 12 1/2 cents per share
Trading Symbol	IFF
Security Exchange Name	NYSE
1.800% Senior Notes due 2026 [Member]
Entity Information [Line Items]
Security 12b Title	1.800% Senior Notes due 2026
Trading Symbol	IFF 26
Security Exchange Name	NYSE