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): September 30, 2021

 

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)

(212) 765-5500

(Registrant’s Telephone Number, Including Area Code)

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value 12 1/2 cents per share		IFF		New York Stock Exchange
6.00% Tangible Equity Units		IFFT		New York Stock Exchange
1.75% Senior Notes due 2024		IFF 24		New York Stock Exchange
1.800% Senior Notes due 2026		IFF 26		New York Stock Exchange

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. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2021, International Flavors & Fragrances Inc. (the “Company”) announced Mr. Andreas Fibig, who is currently Chief Executive Officer (“CEO”) of International Flavors & Fragrances Inc. (“IFF” or the “Company”) and a director and Chair of the Company’s Board of Directors (“Board”), plans to retire as CEO and a director and Chair of the Board. Mr. Fibig will continue in his current role as CEO and a director and Chair of the Board until the Board appoints a successor CEO, which is expected by early 2022. Mr. Fibig has also agreed to stay on after the appointment of a successor CEO to assist in the transition for a period of time to be mutually agreed by the Company and Mr. Fibig, but in no event later than June 30, 2022.

Mr. Fibig’s departure following the appointment of a successor CEO will be treated as a qualifying event for purposes of IFF’s executive severance policy. In addition, consistent with Mr. Fibig’s letter agreement with the Company, dated May 19, 2014, the Compensation Committee of the Board has agreed to accelerate, effective as of such separation date, the vesting of all of his then outstanding unvested equity awards at target performance levels.

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.