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) November 11, 2014
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 | |
| (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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)
On November 11, 2014, Kevin Berryman, the Chief Financial Officer of International Flavors & Fragrances Inc. (the “Company”), advised the Company that he will be stepping down as the Company’s Chief Financial Officer effective December 18, 2014. Richard A. O’Leary, the Company’s Vice President and Controller, will assume the role of Interim Chief Financial Officer of the Company effective as of December 18, 2014 (the “Effective Date”).
Mr. O’Leary, 54, joined the Company in 2007 and has most recently served as the Company’s Vice President and Controller since June 2009. Previously, Mr. O’Leary served as the Company’s Interim Chief Financial Officer from July 2008 to May 2009 and as its Vice President, Corporate Development from July 2007 to May 2009. Prior to joining the Company, Mr. O’Leary held several international and U.S. finance management positions with increasing responsibility during his more than 20 years with International Paper Company. Prior to International Paper, Mr. O’Leary was with Arthur Young & Co. Mr. O’Leary holds a bachelor’s degree in accounting.
There is no arrangement or understanding between Mr. O’Leary and any other person pursuant to which Mr. O’Leary has been appointed as Interim Chief Financial Officer. There are no family relationships between Mr. O’Leary and any of the Company’s directors or executive officers, and Mr. O’Leary is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company regarding these matters is being furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference.
(c)
The information set forth above is incorporated by reference into this Item.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release issued by International Flavors & Fragrances Inc. on November 14, 2014. | |
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. | ||
| By: | /s/ Anne Chwat | |
| Anne Chwat | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
Date: November 14, 2014
Exhibit 99.1
IFF To Appoint Richard O’Leary Interim Chief Financial Officer
Executive Vice President & CFO Kevin Berryman Steps Down
NEW YORK, N.Y., November 14, 2014 – International Flavors & Fragrances Inc. (NYSE: IFF), a leading global creator of flavors and fragrances for consumer products, announced that Richard A. O’Leary, the Company’s current Vice President and Controller, will assume the role of Interim Chief Financial Officer effective December 18, 2014. This announcement comes as Kevin Berryman, Executive Vice President and Chief Financial Officer, informed the Company that he has chosen to depart IFF on such date to take a senior leadership role outside the organization.
“Rich is an extremely talented and seasoned executive with deep financial and international business experience coupled with extensive knowledge of IFF,” said Andreas Fibig, Chief Executive Officer. “We are fortunate to have him step into this role while we continue to evaluate candidates for this position. Rich will provide seamless leadership given his experiences in accounting, financial planning and analysis, corporate development and a variety of other key finance disciplines.
Mr. Fibig continued, “We regret to see Kevin leave IFF. He is a collaborative leader who made countless positive contributions to our organization. He is also passionate about his family, and this move brings them closer together as he rejoins them in his native state of California. I’m confident he will enjoy great future success, and we wish him all the best.”
Mr. O’Leary, 54, joined IFF in 2007 and has most recently served as the Company’s Vice President and Controller since June 2009. Previously, he served as the Company’s Interim Chief Financial Officer from July 2008 to May 2009 and as its Vice President, Corporate Development from July 2007 to May 2009. Prior to joining IFF, Mr. O’Leary held several international and U.S.-based finance management positions with increasing responsibility during his more than 20 years with International Paper Company. Prior to International Paper, he was with Arthur Young & Co. Mr. O’Leary holds a bachelor’s degree in accounting.
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. Consumers experience these unique scents and tastes in fine fragrances and beauty care, detergents and household goods, as well as beverages, sweet goods and food products. The Company leverages its competitive advantages of consumer insight, research and development, creative expertise, and customer intimacy to provide customers with innovative and differentiated product offerings. A member of the S&P 500 Index, IFF has more than 6,000 employees working in 31 countries worldwide. For more information, please visit our website at www.iff.com.
Contact:
Michael DeVeau
VP, Global Corporate Communications & Investor Relations
212-708-7164
Shelley Young
Director, Investor Relations
212-708-727
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