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 3, 2017

 

 

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))

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.  ☐

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 3, 2017, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) eleven 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 2017 was ratified; (iii) the compensation of the Company’s named executive officers was approved in an advisory vote; (iv) an annual advisory vote on executive compensation was selected in an advisory vote; and (v) the French Sub-Plan under the Company’s 2015 Stock Award and Incentive Plan was approved. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 20, 2017 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.

The directors elected to the Company’s Board of Directors for terms expiring at the Annual Meeting in 2018, 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:

 

		For		Against				Abstain				Broker Non-Votes
Marcello V. Bottoli		58,709,008			165,395				34,478				3,536,999
Dr. Linda B. Buck		58,721,869			153,429				33,583				3,536,999
Michael L. Ducker		58,561,454			314,248				33,179				3,536,999
David R. Epstein		58,759,571			117,773				31,537				3,536,999
Roger W. Ferguson, Jr.		58,145,928			728,025				34,928				3,536,999
John F. Ferraro		58,765,281			109,374				34,226				3,536,999
Andreas Fibig		56,741,531			1,760,022				407,328				3,536,999
Christina Gold		58,413,258			460,386				35,237				3,536,999
Henry W. Howell, Jr.		57,362,530			982,873				563,478				3,536,999
Katherine M. Hudson		58,616,104			262,624				30,153				3,536,999
Dale F. Morrison		58,590,648			282,843				35,390				3,536,999

The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017 received the following votes:

 

For		Against		Abstain
60,741,064		1,589,008		115,808

The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2016, as disclosed in the Proxy Statement, received the following votes:

 

For		Against		Abstain		Broker Non-Votes
55,366,383		2,792,825		749,673		3,536,999

The advisory proposal on the frequency of votes on executive compensation received the following votes:

 

1 Year		2 Years		3 Years		Abstain
53,547,850		110,641		5,161,805		88,585

The proposal to approve a French Sub-Plan under the Company’s 2015 Stock Award and Incentive Plan received the following votes:

 

For		Against		Abstain		Broker Non-Votes
56,815,654		1,971,148		122,079		3,536,999

Based upon the results of the advisory proposal on the frequency of votes on executive compensation set forth above, and consistent with its recommendation, the Company’s Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes.

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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.