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)
|
February
17, 2010
|
|
INTERNATIONAL
FLAVORS & FRAGRANCES INC.
|
|
(Exact
Name of Registrant as Specified in
Charter)
|
|
New
York
|
|
1-4858
|
|
13-1432060
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
||
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
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):
|
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
|
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously reported in a Current
Report on Form 8-K filed by the Company on September 14, 2009 (the “September
14, 2009 Form 8-K”), Douglas D. Tough was appointed to assume the position of
non-executive Chairman of the Board effective October 1, 2009 and was appointed
to assume the position of Chief Executive Officer when his contract with his
previous employer expired. On February 17, 2010, the Company issued a
press release announcing that Mr. Tough will assume the position of executive
Chairman and Chief Executive Officer effective March 1, 2010. Mr.
Tough’s compensation and other arrangements entered into in connection with his
appointment were previously reported in the September 14, 2009 Form
8-K. Kevin Berryman, Nicolas Mirzayantz
and Hernan Vaisman will continue to serve as members of the temporary Office of
the CEO through February 28, 2010, at which point this temporary office will be
disbanded and these executives will return to serving solely in their roles as
Executive Vice President and Chief Financial Officer, Group President,
Fragrances and Group President, Flavors, respectively.
Item
7.01. Regulation FD Disclosure.
In
connection with the matters disclosed under Item 5.02, a copy of the press
release is furnished herewith as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit | Description |
| 99.1 | Press Release issued by International Flavors & Fragrances Inc. on February 17, 2010. |
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.
|
|||
|
Dated: February
17, 2010
|
By:
|
/s/ Dennis M. Meany | |
| Name: Dennis M. Meany | |||
| Title: Senior Vice President, General Counsel and Secretary | |||
EXHIBIT
INDEX
| Exhibit | Description |
| 99.1 |
Press
Release issued by International Flavors & Fragrances Inc. on February
17, 2010.
|
Exhibit
99.1
International
Flavors and Fragrances, Inc.
| NEWS RELEASE |
FOR IMMEDIATE
RELEASE
Doug
Tough to Assume Role as
IFF
Chairman & CEO Effective March 1, 2010
NEW YORK, N.Y., February 17, 2010
– International Flavors & Fragrances Inc. (NYSE: IFF), a leading
global creator of flavors and fragrances for consumer products, today announced
that current Non-Executive Chairman, Douglas D. Tough, will assume the role of
Chairman and Chief Executive Officer effective March 1, 2010.
“As I
begin my journey as Chairman and Chief Executive Officer of International
Flavors & Fragrances, I am excited to lead our organization into the next
decade and leverage the enormous opportunities that exist for such a dynamic
Company,” said Doug Tough. “Throughout its long history, IFF’s strong
credentials across a range of critical factors have provided the company with a
winning heritage. Going forward, I will look to work with the
talented team to create an even brighter future for IFF and all its
constituents.”
Doug
Tough continued, “I am extremely grateful to the senior leadership team as well
as all our employees for their focus during the recent transition
period. In a challenging economic environment, they were able to make
fundamental enhancements that drove improved performance over the second half of
2009. I am also grateful to my colleagues on the IFF Board for their
support and counsel. I look forward to leading this outstanding team
through the next phase of IFF’s growth.”
Doug
Tough, a proven consumer products executive, joined the Board of IFF in October
2008. He has been CEO of Australia-based Ansell Limited for nearly six
years. Prior to Ansell, he had a 17-year career with Cadbury
Schweppes Plc where he held a variety of senior positions overseeing consumer
products divisions both in the U.S. and abroad.
About
IFF
International
Flavors & Fragrances Inc. (NYSE: 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, confectionery 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 32 countries worldwide. For more
information, please visit our website at www.iff.com.
Investor
& Media Relations Contact:
International
Flavors & Fragrances
Michael
DeVeau
212-708-7164
###