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
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Date of report (Date of earliest event reported) |
March 8, 2005 |
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Exact Name of Registrant as Specified in Charter)
| New York ______________________________ (State or Other Jurisdiction of Incorporation) |
1-4858 _______________________________ (Commission File Number) |
13-1432060 ____________________________ (I.R.S. Employer Identification Number) |
521 West 57th Street, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (212) 765-5500
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):
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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)) |
Item 1.01. Entry Into a Material Definitive Agreement
Under the Company’s Annual Incentive Plan (“AIP”), each executive officer of the Company has an annual incentive award target based on the achievement of specific quantitative corporate and, with respect to certain executive officers, regional and/or functional performance goals, which are determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). At its meeting held on March 8, 2005, the Compensation Committee approved the performance criteria for 2005 under the AIP. These corporate performance criteria are derivatively applied to certain executive officers having regional and/or functional responsibility. Attached as Exhibit 10.1 are the corporate performance criteria for 2005 under the AIP.
Under the Company’s Long-Term Incentive Plan (“LTIP”), each executive officer of the Company has an award target for each three-year performance cycle based on the achievement of specific quantitative corporate performance goals which are determined by the Compensation Committee. At its meeting held on March 8, 2005, the Compensation Committee approved the performance criteria for the 2005-2007 cycle under the LTIP. Attached as Exhibit 10.2 are the performance criteria for the 2005-2007 cycle under the LTIP.
At its meeting held on March 8, 2005, the Compensation Committee determined and approved the grant of Restricted Stock Unit (“RSU”) awards, under the Company’s 2000 Stock Award and Incentive Plan, to each executive officer of the Company. The Compensation Committee established corporate performance criteria and time vesting restrictions for the RSU awards. Attached as Exhibit 10.3 are the RSU performance criteria for 2005.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Performance Criteria for 2005 under the Company’s Annual Incentive Plan
10.2 Performance Criteria for the 2005-2007 Cycle under the Company’s Long-Term Incentive Plan
10.3 Performance Criteria for 2005 under Restricted Stock Unit Awards Granted to Executive Officers on
March 8, 2005 under the Company's 2000 Stock Award and Incentive Plan
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.
Dated: March 11, 2005 |
INTERNATIONAL FLAVORS & FRAGRANCES INC. By: /s/ Dennis M. Meany —————————————— Name: Dennis M. Meany Title: Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit No. Description
(c) Exhibits
10.1 Performance Criteria for 2005 under the Company’s Annual Incentive Plan
10.2 Performance Criteria for the 2005-2007 Cycle under the Company's Long-Term Incentive Plan
10.3 Performance Criteria for 2005 under Restricted Stock Unit Awards Granted to Executive Officers on
March 8, 2005 under the Company's 2000 Stock Award and Incentive Plan
EXHIBIT 10.1
Performance Criteria for 2005
under the Company’s Annual Incentive Plan
For 2005, the corporate performance criteria under the Company’s Annual Incentive Plan, which criteria were approved by the Compensation Committee of the Company’s Board of Directors, relate to increases in revenue and improvements in operating profit as a percentage of sales.
EXHIBIT 10.2
Performance Criteria for the 2005-2007 Cycle
under the Company’s Long-Term Incentive Plan
For the 2005-2007 cycle, the performance criteria under the Company’s Long-Term Incentive Plan, which criteria were approved by the Compensation Committee of the Company’s Board of Directors, relate to improvements in earnings per share and return on invested capital.
EXHIBIT 10.3
Performance Criteria for 2005 under Restricted Stock Unit Awards
Granted to Executive Officers on March 8, 2005
under the Company’s 2000 Stock Award and Incentive Plan
For 2005, the performance criteria under Restricted Stock Unit awards granted to executive officers on March 8, 2005, which criteria were approved by the Compensation Committee of the Company’s Board of Directors, relate to earnings per share achieved in 2005 and return on invested capital achieved in 2005.