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, 2025
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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.
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On May 1, 2025, 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 2025 was ratified; and (iii) the compensation of the Company’s named
executive officers was approved in an advisory vote. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 18, 2025 (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 2026, 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:
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For
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Against
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Abstain
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Broker
Non-Votes
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Kathryn J. Boor
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217,838,219
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3,685,078
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216,749
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9,674,110
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Mark J. Costa
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217,680,374
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3,984,821
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74,851
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9,674,110
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John F. Ferraro
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209,404,772
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12,259,870
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75,404
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9,674,110
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J. Erik Fyrwald
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221,339,603
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325,862
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74,581
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9,674,110
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Vincent J. Intrieri
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215,147,409
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6,516,464
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76,173
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9,674,110
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Cynthia T. Jamison
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212,641,881
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9,025,885
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72,280
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9,674,110
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Mehmood Khan
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221,375,416
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294,984
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69,646
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9,674,110
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Kevin O’Byrne
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219,745,475
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1,927,374
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67,197
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9,674,110
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Margarita Paláu-Hernández
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220,520,774
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1,155,236
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64,036
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9,674,110
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Dawn C. Willoughby
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211,260,009
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10,329,707
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150,330
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9,674,110
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The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 received the
following votes:
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For
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Against
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Abstain
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212,026,858
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19,312,560
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74,738
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The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2024, as disclosed in the Proxy Statement, received the following votes:
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For
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Against
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Abstain
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Broker Non-Votes
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187,853,527
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33,680,007
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206,512
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9,674,110
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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.
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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By:
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/s/ Jennifer Johnson
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Name:
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Jennifer Johnson
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Title:
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Executive Vice President, General Counsel
and Corporate Secretary
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Date: May 7, 2025