UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 6, 2022 (
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Emerging growth company
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Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 4, 2022, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) fourteen 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 2022 was ratified; and (iii) the compensation of the Company’s named executive officers was approved in an advisory vote. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 25, 2022 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
The individuals elected to the Company’s Board of Directors for terms expiring at the Annual Meeting in 2023, 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 |
|||||||||||||
Kathryn J. Boor |
214,765,241 | 425,190 | 77,254 | 10,866,281 | ||||||||||||
Edward D. Breen |
178,375,858 | 36,780,480 | 111,347 | 10,866,281 | ||||||||||||
Barry A. Bruno |
214,304,352 | 834,955 | 128,378 | 10,866,281 | ||||||||||||
Frank Clyburn |
214,642,303 | 538,774 | 86,608 | 10,866,281 | ||||||||||||
Carol Anthony Davison |
214,107,845 | 1,078,560 | 81,280 | 10,866,281 | ||||||||||||
Michael L. Ducker |
214,036,445 | 1,110,811 | 120,429 | 10,866,281 | ||||||||||||
Roger W. Ferguson, Jr. |
199,362,343 | 13,435,340 | 2,470,002 | 10,866,281 | ||||||||||||
John F. Ferraro |
210,747,683 | 4,397,910 | 122,092 | 10,866,281 | ||||||||||||
Christina Gold |
199,474,573 | 15,615,110 | 178,002 | 10,866,281 | ||||||||||||
Ilene Gordon |
214,685,284 | 471,893 | 110,508 | 10,866,281 | ||||||||||||
Matthias J. Heinzel |
214,513,839 | 633,250 | 120,596 | 10,866,281 | ||||||||||||
Dale F. Morrison |
208,760,269 | 6,385,603 | 121,813 | 10,866,281 | ||||||||||||
Kåre Schultz |
210,141,184 | 5,005,880 | 120,621 | 10,866,281 | ||||||||||||
Stephen Williamson |
214,094,233 | 1,051,895 | 121,557 | 10,866,281 |
The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2022 received the following votes:
For |
Against |
Abstain | ||
211,433,022 | 14,612,084 | 88,860 |
The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2021, as disclosed in the Proxy Statement, received the following votes:
For |
Against |
Abstain |
Broker | |||
200,700,803 | 14,389,613 | 177,269 | 10,866,281 |
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/ Jennifer Johnson | |
Name: | Jennifer Johnson | |
Title: | Executive Vice President and General Counsel |
Date: May 6, 2022