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)
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September
11, 2008
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INTERNATIONAL
FLAVORS & FRAGRANCES INC.
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(Exact
Name of Registrant as Specified in
Charter)
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New
York
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1-4858
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13-1432060
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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521
West 57th Street, New York, New York
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10019
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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
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(212)
765-5500
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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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c)
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
September 11, 2008, the Board of Directors of International Flavors &
Fragrances Inc. ("IFF" or the "Company") elected Mr. Douglas Tough, Chief
Executive and Managing Director, Ansell Limited, and Ms. Katherine M. Hudson,
former Chairman, President and Chief Executive Officer, Brady Corporation, to
the Company's Board of Directors effective October 1, 2008.
Mr. Tough
and Ms. Hudson will each participate in the non-employee director compensation
arrangements described in IFF's 2008 proxy statement. Under the terms
of those arrangements, each non-employee director receives, among other things,
an annual cash retainer of $75,000, and an annual retainer of $100,000 paid in
the form of Restricted Stock Units ("RSUs") under the Company's 2000 Stock Award
and Incentive Plan, in each case prorated to reflect his or her service for a
partial year. The cash retainer will be paid in November of each
year. Based on the closing market price of the Company's common stock
on October 1, 2008 and the partial year's service, a grant of RSUs will be made
to each of Mr. Tough and Ms. Hudson on that date. Under the
non-employee director compensation arrangements, future RSU grants to Mr. Tough
and Ms. Hudson will be made on the date of each annual meeting of shareholders.
RSUs will cliff vest on the third anniversary of the grant date. Once
the RSUs vest, each non-employee director will be required to defer all of the
vested RSUs under the Company's Deferred Compensation Plan until he or she
separates from service on the Company's Board of Directors.
At the
time of the filing of this Form 8-K, neither Mr. Tough nor Ms. Hudson has been
named to a Board committee. IFF's press release announcing the
elections of Mr. Tough and Ms. Hudson is filed with this report as Exhibit
99.1.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In
connection with the elections of Mr. Tough and Ms. Hudson as directors, on
September 11, 2008, the Board of Directors of the Company approved an amendment
to Article II, Section 2 of the Company's By-laws effective October 1, 2008, to
increase the number of directors from eleven (11) to thirteen (13).
The
Amended and Restated By-laws of the Company reflecting that amendment are filed
with this report as Exhibit 3.1.
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(d)
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Exhibits
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| Exhibit No. |
Document
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3.1
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By-laws
of International Flavors & Fragrances Inc., as amended
and restated effective as of October 1, 2008
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| 99.1 |
Press
Release of International Flavors & Fragrances Inc.
dated September 16, 2008
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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 &
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| FRAGRANCES INC. | |||
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Dated: September
16, 2008
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By:
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/s/ Dennis M. Meany | |
| Name: Dennis M. Meany | |||
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Title:
Senior Vice President,
General
Counsel and Secretary
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Document
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| 3.1 | By-laws of International Flavors & Fragrances Inc., as amended and restated effective as of October 1, 2008 |
| 99.1 | Press Release of International Flavors & Fragrances Inc. dated September 16, 2008 |
Exhibit 3.1
INTERNATIONAL
FLAVORS & FRAGRANCES INC.
BY-LAWS
(as
adopted March 10, 1964, including all amendments
effective
as of October 1, 2008)
BY-LAWS
of
INTERNATIONAL
FLAVORS & FRAGRANCES INC.
(a New
York corporation)
ARTICLE
I
Meetings
of Stockholders
SECTION
1. Annual Meeting. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting shall be held at such place, on
such date and at such time as shall be designated from time to time by the Board
of Directors.
SECTION
2. Special Meeting. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Chairman of
the Board, the Chief Executive Officer or the Board of Directors.
SECTION
3. Notice of Meetings. (a) Nomination of Directors. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation. Nominations of
persons for election to the Board of Directors may be made at any annual meeting
of stockholders, or at any special meeting of stockholders called for the
purpose of electing directors, (i) by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (ii) by any stockholder
of the Corporation (A) who is a stockholder of record on the date of the giving
of the notice provided for in this Section 3(a) and on the record date for the
determination of stockholders entitled to vote at such meeting and (B) who
complies with the notice procedures set forth in this Section 3(a).
In
addition to any other applicable requirements, for a nomination to be made by a
stockholder, such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a
stockholder's notice to the Secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation (i) in the case
of an annual meeting, not less than sixty (60) days nor more than ninety (90)
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs; and (ii) in the case of a special meeting of stockholders called
for the purpose of electing directors, not later than the close of business on
the tenth (10th) day following the day on which notice of the date of the
special meeting was mailed or public disclosure of the date of the special
meeting was made, whichever first occurs.
To
be in proper written form, a stockholder's notice to the Secretary must set
forth (i) as to each person whom the stockholder proposes to nominate for
election as a director (A) the name, age, business address and residence address
of the person, (B) the principal occupation or employment of the person, (C) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person and (D) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (ii) as to the stockholder giving the
notice (A) the name and record address of such stockholder, (B) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (C) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (D) a representation
that such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (E) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as director of the Corporation.
Notwithstanding
anything in these By-Laws to the contrary, no person shall be eligible for
election as a director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 3(a). If the Chairman of the
meeting determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall be
disregarded.
(b)
Nature of Business at Meetings of Stockholders. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (ii) otherwise properly brought before an annual meeting, by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (iii) otherwise properly brought before an annual meeting by any
stockholder of the Corporation (A) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 3(b) and on the record
date for the determination of stockholders entitled to vote at such meeting and
(B) who complies with the notice procedures set forth in this Section
3(b).
In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the
Corporation.
To
be timely, a stockholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first
occurs.
To
be in proper written form, a stockholder's notice to the Secretary must set
forth as to each matter such stockholder proposes to bring before an annual
meeting, (i) a brief description of the business desired to be brought before
such meeting and the reasons for conducting such business at such meeting, (ii)
the name and record address of such stockholder, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the meeting to bring such business before such
meeting. Notwithstanding the foregoing provisions of this Section, a
stockholder seeking to have a proposal included in the Corporation's proxy
statement shall comply with the requirements of Section 14 of the Exchange Act,
including, but not limited to, Rule 14a-8 promulgated thereunder or its
successor provision. The Corporation may require any stockholder to
furnish such other information as may reasonably be required by the Corporation
to determine if the business shall be properly brought before an annual meeting
of the stockholders.
Notwithstanding
anything in these By-Laws to the contrary, no business shall be conducted at an
annual meeting of stockholders except business brought before such meeting in
accordance with the procedures set forth in this Section; provided, however,
that, once business has been properly brought before the meeting in accordance
with such procedures, nothing in this Section 3(b) shall be deemed to preclude
discussion by any stockholder of any such business. If the Chairman
of an annual meeting determines that business was not properly brought before
such meeting in accordance with the foregoing procedures, the Chairman shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.
SECTION
4. Quorum. At all meetings of the stockholders of the Corporation,
the holders of a majority of the stock of the Corporation entitled to vote
thereat, present in person or by proxy, shall constitute a quorum for the
transaction of any business except as otherwise provided by law.
SECTION
5. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the Chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority in voting interest of the stockholders present at the
meeting in person or by proxy and entitled to vote thereat.
SECTION
6. Organization; Adjournment. At each meeting of the stockholders,
the Chairman of the Board of the Corporation, or, if he shall be absent
therefrom, the Chief Executive Officer of the Corporation, or, if he shall be
absent therefrom, a President, or, if he shall be absent therefrom, any other
Vice-President of the Corporation, or, if the Chairman of the Board, the Chief
Executive Officer, a President and all the other Vice-Presidents shall be absent
from such meeting, then some other officer of the Corporation, or, if all its
officers shall be absent therefrom, a stockholder holding of record shares of
stock of the Corporation having voting powers, or the proxy of such a
stockholder, who is chosen chairman of such meeting, shall act as chairman
thereof and preside thereat; and the Secretary of the Corporation, or, if he
shall be absent from such meeting, or, if he shall be required or chosen
pursuant to the provisions of this Section 6 to act as chairman of such meeting,
the person (who shall be an Assistant Secretary of the Corporation, if any of
them shall be present thereat) whom the chairman of such meeting shall appoint
secretary of such meeting, shall act as secretary of such meeting and keep the
minutes thereof.
If
a quorum, determined in accordance with Article I, Section 4 hereof, shall not
be present or represented at any meeting of the stockholders, the Chairman of
the meeting, or if so requested by the Chairman, the stockholders present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. In addition, the Chairman of
any meeting of stockholders shall have the power to adjourn the meeting at the
request of the Board of Directors if the Board of Directors determines that
adjournment is necessary or appropriate to enable stockholders to consider fully
information which the Board of Directors determines has not been made
sufficiently or timely available to stockholders.
SECTION
7. Voting. When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, except as otherwise expressly provided by the Certificate of
Incorporation or by Law. At each meeting of the stockholders every
stockholder of record of the Corporation entitled to vote at such meeting shall
be entitled to one vote for each share of Common Stock standing in his name on
the books of the Corporation; provided, however, that the Board of Directors may
fix, in advance, a date not more than sixty nor less than ten days prior to the
date of such meeting as the date as of which stockholders entitled to notice of,
and to vote at, such meeting shall be determined, and in case the Board of
Directors shall fix a date, only stockholders of record on such date shall be
entitled to notice of, and to vote at, such meeting. The vote of
stock of the Corporation may be given by the stockholder entitled thereto in
person or by proxy duly appointed by an instrument in writing subscribed by such
stockholder or by his attorney thereunto duly authorized, and delivered to the
Secretary of the meeting. Unless demanded by a stockholder of the
Corporation present in person or by proxy at any meeting of the stockholders and
entitled to vote thereat or so directed by the chairman of the meeting, the vote
thereat on any question need not be by ballot. Upon a demand of any
such stockholder for a vote by ballot on any question or at the direction of
such chairman that a vote by ballot be taken on any question, such vote shall be
taken by ballot. On a vote by ballot each ballot shall be signed by
the stockholder voting, or in his name by his proxy, if there be such proxy, and
it shall show the number of shares voted by him.
SECTION
8. Inspectors of Election. At any meeting of the stockholders, an
inspector or inspectors of election may be appointed as provided in the Business
Corporation Law and shall have duties as provided in said Law. An
inspector of election need not be a stockholder of the Corporation, and any
officer of the Corporation may be an inspector of election on any question other
than a vote for or against his election to any position with the Corporation or
any other question in which he may be directly interested.
ARTICLE
II
Board of
Directors
SECTION
1. General Powers. Except as otherwise provided in these By-laws or
in the Certificate of Incorporation, the property, business and affairs of the
Corporation shall be managed by the Board of Directors.
SECTION
2. Number. The number of directors shall be thirteen* but the number thereof may, from time to
time, be diminished to not less than six by amendment of these
By-laws. As used in these By-laws, the term "whole Board of
Directors" shall mean the total number of directors which the Corporation would
have at the time if there were no vacancies.
SECTION
3. Election of Directors. At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons receiving a
plurality of the votes cast by the holders of stock entitled to vote thereat
shall be the directors. No person shall be eligible to serve as
director of the Corporation after the date of, or stand for the re-election at,
the annual meeting of stockholders which follows the date of his or her 72nd
birthday, except that persons serving as directors on February 8, 2000 who are
re-elected at the annual meeting held on May 18, 2000 (or any adjournment
thereof) may continue to serve as directors until the date of the annual meeting
of stockholders held in 2001.
SECTION
4. Organization. The Board of Directors may choose one of
their number as Chairman of the Board. At each meeting of the Board
of Directors, the Chairman of the Board, or, if there shall be no Chairman or if
he shall be absent, the Chief Executive Officer of the Corporation, or in case
of his absence, a President, or in case of his absence, a chairman who shall be
any director chosen by a majority of the directors present thereat, shall act as
chairman of such meeting and preside thereat. The Secretary of the
Corporation, or in the case of his absence, any person (who shall be an
Assistant Secretary of the Corporation, if an Assistant Secretary of the
Corporation shall be present at such meeting) whom the chairman shall appoint
secretary of such meeting, shall act as secretary of such meeting and keep the
minutes thereof.
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*
Amended from “eleven” to “thirteen”, effective October 1, 2008, by the
Board of Directors on September 11,
2008.
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SECTION
5. Resignations. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors, the
Chief Executive Officer or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, then it shall take
effect immediately upon its receipt by such Board of Directors, Chief Executive
Officer or Secretary; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
SECTION
6. Vacancies. Vacancies occurring in the Board of Directors for any
reason, except the removal of directors without cause by the stockholders, may
be filled by the affirmative vote of at least two-thirds (2/3) of the whole
Board of Directors. A director elected to fill a vacancy shall be
elected to hold office for the unexpired term of his
predecessor. Newly-created directorships resulting from an increase
in the number of directors may be filled by vote of a majority of the directors
then in office, although less than a quorum exists.
SECTION
7. Organization Meeting. After each annual election of directors, the
Board of Directors may hold a regular meeting for the purpose of organization
and the transaction of other business as soon as practicable on the same day, at
the place where other regular meetings of the Board of Directors are
held. Notice of such meeting need not be given. Such
meeting may be held at any other time or place which shall be specified in a
notice given as hereinafter provided for special meetings of the Board or in a
consent and waiver of notice thereof signed by all the directors.
SECTION
8. Regular Meetings. Regular meetings of the Board of Directors shall
be held at such other times and at such places within or without the State of
New York or the United States as the Board shall from time to time by resolution
determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting which
otherwise would be held on that day shall be held at the same hour on the next
succeeding business day. Notice of regular meetings need not be
given.
SECTION
9. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the Chief
Executive Officer of the Corporation, a President of the Corporation, or by any
two (2) of the directors at the time in office. A notice shall be
given as hereinafter in this Section provided of each such special meeting,
stating the time and place thereof. Except as otherwise provided by
law, notice of each meeting shall be given by mail, telegraph, cable, wireless,
telephone or personal delivery to each director, at his residence or usual place
of business at least two (2) days before the day on which such meeting is to be
held; provided, however, in the case of any director residing outside the United
States, such notice shall be sent addressed to him at such place by telegraph,
cable or wireless, or be delivered personally or by telephone not later than
five (5) days before the day on which such meeting is to be
held. Notice of any meeting of the Board need not, however, be given
to any director, if waived by him in writing before or after the meeting or if
he shall attend the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him.
SECTION
10. Quorum and Manner of Acting.
(a)
A majority of the whole Board of Directors shall be present in person at any
meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting and, except as otherwise specifically provided by the
Certificate of Incorporation, these By-laws or by law, the act of a majority of
the directors present at any such meeting, at which quorum is present, shall be
the act of the Board. In the absence of a quorum from any such
meeting, a majority of the directors present thereat may adjourn such meeting
from time to time until a quorum shall be present thereat. Notice of
any adjourned meeting need not be given.
(b)
Unless otherwise restricted by the Certificate of Incorporation or these
By-laws, any one or more members of the Board or any committee thereof may
participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
(c)
Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting, provided that all Board members individually provide
written consent to that action (which may include consent by electronic means);
and provided further that if such consent is effected by electronic means, such
consent shall include a description of the action being taken and the typed name
of the director, which shall constitute the legally binding electronic signature
of the director. Such action by written consent will have the same
force and effect as a unanimous vote of the Board of Directors. Such
written consent and any counterparts thereof will be filed with the minutes of
the proceedings of the Board of Directors.
SECTION
11. Committees. There may be an Executive Committee consisting of
three or more directors as may be designated from time to time by a majority of
the whole Board of Directors. The Chairman of the Board shall be a
member ex officio of the Executive Committee. Such Committee may meet
at stated times or on notice to all by any of their number. During
the intervals between the meetings of the Board of Directors, the Executive
Committee shall possess and may exercise, to the extent provided in the
resolution of the Board of Directors appointing such committee, all the powers
of the Board of Directors, except as otherwise provided in the Business
Corporation Law, in the management and direction of the business and affairs of
the Corporation in such manner as the Executive Committee shall deem for the
best interest of the Corporation. The Executive Committee shall keep
regular minutes of its proceedings and report the same to the Board of Directors
when required, but no approval by the Board of Directors of the actions taken by
the Executive Committee shall be required.
A
majority of the whole Board of Directors may also designate directors to
constitute one or more other committees, which shall in each case consist of
such number of directors and shall have such duties and may exercise such powers
as the Board of Directors may determine.
A
majority of the whole Board may designate one or more directors as alternate
members of any such committee, including the Executive Committee, who may
replace any absent member or members at any meeting of such
committee.
Each
committee, including the Executive Committee and each member thereof, shall
serve at the pleasure of the Board.
SECTION
12 Removal. Any director may be removed with cause by the affirmative
vote of at least two-thirds of the whole Board of Directors or with or without
cause by vote of the stockholders at a regular or special meeting, subject to
the provisions of the Business Corporation Law.
SECTION
13. Compensation. The directors and the members of any committee of
the Corporation provided for by resolution of the Board of Directors shall be
entitled to be reimbursed for any expenses, including all travel expenses,
incurred by them on account of their attendance at any regular or special
meeting of the Board of Directors or of such committee, and the Board of
Directors may at any time or from time to time by resolution provide that the
Corporation shall pay each such director or member of such committee such
compensation for his services as may be specified in such
resolution. Nothing in this Section shall be construed to preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION
14. Indemnification.
(a)
Right to indemnification. The Corporation shall indemnify any person
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, by reason of the fact that he, or a person of whom he is the
legal representative, is or was a director or officer of the Corporation, or,
while serving as director or officer of the Corporation, is or was serving in
any capacity, at the request of the Corporation, any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorney's fees, incurred by such person as a result of such action or
proceeding, or any appeal therein, unless a judgment or other final adjudication
adverse to such person establishes that his acts, or the acts of the person of
whom he is the legal representative, were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he, or the person of whom he is the legal
representative, personally gained in fact a financial profit or other advantage
to which he, or the other person of whom he is the legal representative, was not
legally entitled. The Corporation shall advance to such person funds
to pay for such expenses, including attorney's fees, incurred by such person in
defending against any such action or proceeding, or any appeal therein, upon
receipt of an undertaking by or on behalf of such person to repay such funds to
the Corporation if a judgment or other final adjudication adverse to such person
establishes that his acts, or the acts of the person of whom he is the legal
representative, were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he, or the person of whom he is the legal representative, personally
gained in fact a financial profit or other advantage to which he, or such
person, was not legally entitled.
(b)
Right of claimant to sue. If a claim under paragraph (a) is not paid
in full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expenses of the prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant, or the person of whom he is the legal
representative, has not met the standard of conduct established in paragraph
(a), but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper because the claimant or such person has met the said
standard of conduct, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders) that the
claimant or such person has not met such applicable standard of conduct, shall
be a defense to action or create a presumption that the claimant or such person
has not met such standard of conduct.
(c)
Non-exclusivity of rights. Subject to the limitations contained in
paragraph (a), the right to indemnification and the payment of expenses
conferred in this Section shall not be deemed exclusive of any other right to
which any person seeking indemnification or advancement or payment of expenses
may be entitled, whether under any statute, provision of the Certification of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise, and the Corporation is hereby authorized to provide
further indemnification or advancement rights to any such person whether by
separate agreement or by resolution of its directors or stockholders or
otherwise.
ARTICLE
III
Officers
SECTION
1. Number. The elected officers of the Corporation shall include a
Chief Executive Officer, Controller, Treasurer and Secretary, and may include
one or more Presidents, Executive Vice-Presidents or Senior
Vice-Presidents. Any two or more offices may be held by the same
person, except the offices of Chief Executive Officer and
Secretary.
SECTION
2. Election, Term of Office and Qualifications. The elected officers
of the Corporation shall be chosen annually by the Board of
Directors. Each elected officer shall hold office until his successor
shall have been duly chosen and shall qualify, or until his death or until he
shall resign, or shall have been removed in the manner hereinafter
provided.
SECTION
3. Additional Officers. In addition to the elected officers mentioned
in Section 1 of this Article III, the Board of Directors may appoint such other
officers as the Board may determine, each of which officers shall hold office
for such period, have such authority and perform such duties as are provided in
these By-laws or as the Board of Directors may from time to time
determine. In addition, the Chief Executive Officer may appoint
additional Vice-Presidents below the level of Executive Vice-President and
Senior Vice-President, as the Chief Executive Officer may determine, and each
such appointed Vice-President shall hold office for such period, have such
authority and perform such duties as are provided in these By-laws or as the
Chief Executive Officer may from time to time determine. Each elected
officer and appointed officer is referred to as an “officer” and are
collectively referred to as the “officers.”
SECTION
4. Removal. Any officer of the Corporation may be removed by the
Board of Directors with or without cause at any time. The Chief
Executive Officer may only remove those officers appointed by the Chief
Executive Officer.
SECTION
5. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or to
the Chief Executive Officer or Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time
when it shall become effective shall not be specified therein, then it shall
take effect immediately upon its receipt by such Board of Directors, Chief
Executive Officer or Secretary; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
SECTION
6. Vacancies. A vacancy in any office due to death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in these By-laws for regular
appointments or elections to such office.
SECTION
7. The Chief Executive Officer. The Chief Executive Officer shall be
the chief executive officer of the Corporation and shall have general
supervision of the business of the Corporation and over its several officers,
subject, however, to the control of the Board of Directors. He shall
in the absence of the Chairman of the Board preside at all meetings of the
stockholders and at all meetings of the Board of Directors. He shall
see that all orders and resolutions of the Board of Directors are carried into
effect. He may sign, execute and deliver in the name of the
Corporation all deeds, mortgages, bonds, contracts or other instruments
authorized by the Board of Directors except where the signing, execution or
delivery thereof shall be expressly delegated to some other officer or agent of
the Corporation or where any of them shall be required by law to be otherwise
signed, executed or delivered, and he may affix the seal of the Corporation to
any instrument which shall require it. He shall perform all duties
incident to the office of Chief Executive Officer and such other duties as from
time to time may be assigned to him by the Board of Directors.
SECTION
8. The Presidents, Executive Vice-Presidents and Senior
Vice-Presidents. Presidents, Executive Vice-Presidents and Senior
Vice-Presidents shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe and shall perform such other duties as
may be prescribed by these By-laws. At the request of the Chief
Executive Officer or, in the case of his inability to act, a President, or an
Executive Vice-President or a Senior Vice-President, if so designated by the
Board, shall have all the powers of, and be subject to all the restrictions
upon, the Chief Executive Officer.
SECTION
9. The Vice-Presidents. Each Vice-President shall have such powers
and perform such duties as the Board of Directors or, in the case of a
Vice-President appointed by the Chief Executive Officer, as the Chief Executive
Officer may from time to time prescribe and shall perform such other duties as
may be prescribed by these By-laws. At the request of the Chief
Executive Officer, or, in case of the inability of the Chief Executive Officer
and a President to act, any of the Vice-Presidents, if so designated by the
Board, may perform the duties of the Chief Executive Officer, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
Chief Executive Officer.
SECTION
10. The Treasurer. The Treasurer shall have the care and custody of
the books of account and of all the funds and securities of the Corporation, and
deposit the funds in the name of the Corporation in such bank or trust company
as the directors may designate. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine. He shall perform all the duties incidental to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Chief Executive Officer or the Board of Directors.
SECTION
11. The Controller. The Controller shall maintain adequate records of
all assets, liabilities and transactions of the Corporation, and have adequate
audits thereof currently and regularly made. In addition, he shall
perform such other duties relating to the finances of the Corporation or
otherwise, as may be prescribed by the Board of Directors, the Chief Executive
Officer or the Treasurer.
SECTION
12. The Secretary. The Secretary shall attend all meetings of the
Board of Directors and of the stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or
cause to be given, notice of all meeting of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or Chief Executive Officer, under whose
supervision he shall be. He shall keep or cause to be kept a
stock-book, containing the names, alphabetically arranged, of all persons who
are stockholders of the Corporation, showing their places of residence, the
number of shares of stock owned by them respectively, the times when they
respectively became the owners thereof and the amount paid
thereon. He shall keep in safe custody the seal of the Corporation
and, when properly authorized, affix the same to any instrument requiring it
and, when so affixed, it shall be attested by his signature or by the signature
of the Treasurer or an Assistant Secretary.
SECTION
13. Salaries. The salaries of the officers of the Corporation shall
be fixed from time to time by the Board of Directors, and none of such officers
shall be prevented from receiving a salary by reason of the fact that he is also
a member of the Board.
ARTICLE
IV
Contracts,
Checks, Drafts, Bank Accounts, Etc.
SECTION
1. Execution of Contracts, etc. Except as otherwise required by law
or by these By-laws, any officer or officers, agent or agents, may be authorized
by the Board of Directors, or in the case of an officer appointed by the Chief
Executive Officer, by either the Board of Directors or the Chief Executive
Officer to execute and deliver any contract or other instrument in the name of
the Corporation and on its behalf.
SECTION
2. Checks, Drafts, etc. All checks, drafts and other orders for the
payment of money, bills of lading, warehouse receipts, obligations, bills of
exchange and insurance certificates shall be signed or endorsed, except
endorsements for collection for the account of the Corporation or for deposit to
its credit, by such officer or officers, agent or agents of the Corporation and
in such manner as shall from time to time be determined by resolution of the
Board of Directors.
SECTION
3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board of Directors, or any officer of the Corporation to whom
power in that respect shall have been delegated, shall direct in such banks,
trust companies or other depositories as said Board may select or as may be
selected by any officer or officers or agent or agents of the Corporation to
whom power in that respect shall have been delegated. For the purpose
of deposit and for the purpose of collection for the account of the Corporation,
checks, drafts and other orders for the payment of money which are payable to
the order of the Corporation may be endorsed, assigned and delivered by any
officer or agent of the Corporation.
SECTION
4. General and Special Bank Accounts. The Board of Directors may from
time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers, agent or
agents of the Corporation to whom power in that respect shall have been
delegated. The Board of Directors may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these By-laws, as it may deem expedient.
ARTICLE
V
Shares
and Their Transfer
SECTION
1 Certificates for Stock. Every owner of shares of stock
of the Corporation shall be entitled to have a certificate therefor, in such
form as the Board of Directors shall prescribe, certifying the number and class
of shares thereof owned by him. The certificates representing such
shares shall be numbered in the order in which they shall be issued and shall be
signed in the name of the Corporation by the Chairman of the Board, a President
or a Vice-President, and by the Treasurer or the Secretary or an Assistant
Treasurer or Assistant Secretary of the Corporation and its seal shall be
affixed thereto; provided, however, that where such certificate is signed by a
transfer agent or registered by a registrar other than the Corporation itself or
its employee, if the Board of Directors shall by resolution so authorize, the
signatures of such Chairman of the Board, President, or Vice-President,
Treasurer, Secretary, Assistant Treasurer or Assistant Secretary and the seal of
the Corporation may be facsimile. In case any officer or officers of
the Corporation who shall have signed, or whose facsimile signature or
signatures has been placed upon a certificate or certificates shall cease to be
such officer or officers, whether by reason of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as if the person or persons who signed
such certificate or certificates had not ceased to be such officer or
officers. A record shall be kept of the respective names of the
persons, firms or corporations owning the shares represented by certificates for
stock of the Corporation, the number of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to
the Corporation for exchange or transfer shall be canceled and a new certificate
or certificates shall not be issued in exchange for any existing certificate,
until such existing certificate shall have been so canceled except in cases
provided for in Section 4 of this Article V.
SECTION
2. Transfers of Stock. Transfers of shares of the stock of
the Corporation shall be made on the books of the Corporation only by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer clerk or transfer agent appointed as in Section 3 of this Article V
provided, and on surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the Corporation.
SECTION
3. Regulations. The Board of Directors may make such rules and
regulations, as it may be deem expedient, not inconsistent with these By-laws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any
elected officer or officers to appoint, one or more Transfer Clerks or one or
more Transfer Agents or one or more Registrars, and may require all certificates
of stock to bear the signature or signatures of any of them.
SECTION
4. Lost, Destroyed and Mutilated Certificates. The holder of any
share of stock of the Corporation shall immediately notify the Corporation of
any loss, destruction or mutilation of the certificate therefor, and the
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his legal representatives to give the Corporation a bond in such
sum, limited or unlimited, and in such form and with such surety or sureties, as
the Board shall in its uncontrolled discretion determine, to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate, or the issuance of such new
certificate. The Board of Directors, however, may in its discretion
refuse to issue any such new certificate, except pursuant to legal proceedings
under the laws of the State of New York in such case made and
provided.
ARTICLE
VI
Seal
The
seal of the Corporation shall be in the form of a circle, and shall bear the
full name of the Corporation and the year of its incorporation.
ARTICLE
VII
Fiscal
Year
The
fiscal year of the Corporation shall end with the thirty-first day of December
in each year.
ARTICLE
VIII
Amendments
The
Board of Directors shall have the power to amend, repeal or adopt the By-laws of
the Corporation, and the By-laws may be amended, repealed or adopted by the
stockholders entitled at the time to vote in the election of
directors.
Exhibit
99.1
International
Flavors & Fragrances Inc.
 |
FOR IMMEDIATE
RELEASE
|
IFF
Elects Douglas D. Tough and Katherine M. Hudson to Board of
Directors
New York City, September 16,
2008 International Flavors & Fragrances Inc. (NYSE: IFF), a leading global
creator of flavors and fragrances, announced today that Douglas D. Tough, 59,
Chief Executive Officer of Ansell Limited (ASX:ANN) located in Australia, and
Katherine M. Hudson, 61, former Chairman, President and CEO of Brady Corporation
(NYSE:BRC), Milwaukee, Wisconsin, have been elected to IFF's Board of Directors
effective October 1, 2008.
With
these additions, IFF's Board of Directors is now comprised of 12 independent
members as well as Robert M. Amen, Chairman and Chief Executive Officer of IFF,
for a total of 13 Directors.
“Doug and
Katherine bring highly relevant, CEO-level experience to IFF,” said Mr.
Amen. “We are delighted they have agreed to join our Board and look
forward to leveraging their insights as we expand IFF’s position as an innovator
in the flavors and fragrances industry.”
Mr. Tough
was named CEO and Managing Director of Ansell Limited, a $1.1 billion global
leader in healthcare barrier protection, in 2004 and is a member of its Board of
Directors. Prior to joining Ansell, Mr. Tough had a 17-year career
with Cadbury Schweppes Plc. where he held a variety of positions including
President of Cadbury Beverages International from 1992-1996 and President,
Africa, India, Middle East and Europe Division from 1996-2000. From
2000-2003, he was President and CEO of Dr Pepper/Seven Up, Inc. Mr. Tough
began his career with The Procter & Gamble Company in 1974. He
holds an MBA from the University of Western Ontario and a bachelor’s degree from
the University of Kentucky.
Ms.
Hudson was Chairman, President and CEO of Brady Corporation, a $1.4 billion
manufacturer of identification and specialty products, from 1994-2004, a period
in which the company’s annual revenues more than doubled. Previously,
she was with Eastman Kodak Company for 24 years as Vice President and Director,
Corporate Information Systems, from 1988-1991, and Vice President and General
Manager, Professional, Printing and Publishing Imaging Division from
1992-1993. Ms. Hudson holds a B.S. in Business Management from
Indiana University. She currently sits on the Board of Charming
Shoppes, Inc.
About International Flavors
& Fragrances Inc.
IFF is a
leading global creator of flavors and fragrances used in a wide variety of
consumer products and packaged goods. Consumers experience these
unique scents and tastes in fine fragrances and beauty care, detergents and
household goods, as well as beverages, confectionary and food
products. The Company leverages its competitive advantages of
brand understanding and consumer insight combined with its focus on R&D and
innovation, to provide customers with differentiated product
offerings. A member of the S&P 500 Index, IFF has sales,
manufacturing and creative facilities in 31 countries worldwide. For more
information, please visit our Web site at www.iff.com.
Individuals
interested in receiving future updates on IFF via e-mail can register at http://ir.iff.biz.
Investor
Contact: Yvette Rudich
International
Flavors & Fragrances Inc.
Director
of Corporate Communications
212-708-7164
Media
Contact: Melissa Sachs
International
Flavors & Fragrances Inc.
Manager,
Corporate Communications
212-708-7278
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