UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On December 7, 2022, International Flavors & Fragrances Inc. (“IFF” or the “Company”) announced that Nicolas Mirzayantz, who is currently President of the Company’s Nourish division, will be leaving IFF on December 31, 2022.
Mr. Mirzayantz’s departure following the transition period will be treated as a qualifying event for purposes of IFF’s executive severance policy. In addition, Mr. Mirzayantz’s awards granted on May 4, 2022 pursuant to the Company’s Equity Choice Program will be fully vested and issued on the original vesting date, and his awards granted on February 28, 2022 pursuant to the Long Term Incentive Plan Cycle XXII will be fully vested and paid based on actual performance on the original vesting date.
(d)
On December 2, 2022, Mark Costa was appointed to serve as a member of the Board of Directors (the “Board”) of the Company, effective January 1, 2023. The Board has made this appointment in the context of on-going discussions related to refreshment and plans to evolve, in line with best-in-class corporate governance standards, to ensure the Company has the optimal support and oversight to advance its growth and transformation strategy. Over time the Board intends to reduce its size from its current size of 14 directors to a target size of approximately 10 directors.
Mr. Costa, age 56, is the Chairman and CEO of Eastman Chemical Company. He joined Eastman Chemical Company’s executive team in 2006 where he served in a variety of strategic positions. Mr. Costa also serves on the Executive Committee for the American Chemistry Council and is an active member of the Society of Chemical Industry (SCI), the Business Roundtable and The Business Council.
There was no arrangement or understanding between Mr. Costa and any other persons, pursuant to which Mr. Costa was appointed to serve on the Board. Additionally, there has not been any transaction or currently proposed transaction, in which IFF was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Costa had or will have a direct or indirect material interest since the beginning of IFF’s last fiscal year.
Mr. Costa will participate in the non-employee director compensation arrangements described in IFF’s 2021 Proxy Statement, which was filed with the Securities and Exchange Commission on March 25, 2022.
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: December 7, 2022