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): April 12, 2023

 

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
200 Powder Mill Road Wilmington, Delaware		19803
(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))

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
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.

International Flavors & Fragrances Inc. (the “Company”) is saddened to announce that Dale F. Morrison, a director and the Chair of the Board of Directors (the “Board”) of the Company, passed away on April 8, 2023. As previously announced, Mr. Morrison had planned to retire from his positions as a director and Chair of the Board, effective at the 2023 annual meeting of shareholders of the Company (the “2023 Annual Meeting”), and the Board had appointed Mr. Roger W. Ferguson, Jr. to serve as Chair following the 2023 Annual Meeting, subject to his re-election to the Board at the 2023 Annual Meeting.

As a result of Mr. Morrison’s passing, the Company has appointed Mr. Ferguson, who is currently a director of the Board, Chair of the Human Capital & Compensation Committee and a member of the Governance & Corporate Responsibility Committee, to serve as Chair of the Board, effective April 12, 2023, and to continue in such capacity following the 2023 Annual Meeting, subject to his re-election to the Board at the 2023 Annual Meeting.

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.

 

Date: April 12, 2023