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 8, 2023

 

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
1.75% Senior Notes due 2024		IFF 24		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 3, 2023, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) eleven 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 2023 was ratified; (iii) the compensation of the Company’s named executive officers was approved in an advisory vote; and (iv) the Company’s stockholders recommended by advisory vote, a one year frequency for future advisory votes on executive compensation. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 23, 2023 (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 2024, 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		218,915,468		1,557,520		188,033		11,998,394
Barry A. Bruno		219,130,735		1,364,136		166,150		11,998,394
Frank K. Clyburn, Jr.		219,644,862		848,287		167,872		11,998,394
Mark J. Costa		219,454,028		1,039,948		167,045		11,998,394
Carol Anthony (John) Davidson		219,121,879		1,374,175		164,967		11,998,394
Roger W. Ferguson, Jr.		203,968,043		16,527,832		165,146		11,998,394
John F. Ferraro		213,466,666		7,027,311		167,044		11,998,394
Christina Gold		201,841,815		16,061,913		2,757,293		11,998,394
Gary Hu		210,656,525		9,835,188		169,308		11,998,394
Kevin O’Byrne		219,938,112		549,687		173,222		11,998,394
Dawn C. Willoughby		218,773,733		1,722,432		164,856		11,998,394

The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023 received the following votes:

 

For		Against		Abstain
220,846,300		11,678,074		135,041

The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2022, as disclosed in the Proxy Statement, received the following votes:

 

For		Against		Abstain		Broker Non-Votes
196,559,195		23,864,597		237,229		11,998,394

 

The vote, on an advisory basis, on the frequency of votes on executive compensation, as disclosed in the Proxy Statement, received the following votes:

 

1 Year		2 Years		3 Years		Abstain
218,284,010		63,556		2,173,749		139,706

Based upon the results of the advisory proposal on the frequency of votes on executive compensation set forth above, and consistent with its recommendation, the Company’s Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes.

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.

 

Date: May 8, 2023