UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 1, 2024, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) ten 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 2024 was ratified; (iii) the compensation of the Company’s named executive officers was approved in an advisory vote; (iv) the Company’s Amended and Restated 2021 Stock Award and Incentive Plan was approved; and (v) the shareholder proposal to commission a third-party assessment on the Company’s commitment to freedom of association and collective bargaining rights was not approved. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 21, 2024 (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 2025, 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 |
217,291,587 | 4,028,099 | 111,834 | 12,198,373 | ||||||||||||
Mark J. Costa |
219,844,812 | 1,470,804 | 115,904 | 12,198,373 | ||||||||||||
Carol Anthony (John) Davidson |
217,470,225 | 3,847,751 | 113,544 | 12,198,373 | ||||||||||||
Roger W. Ferguson, Jr. |
214,251,916 | 7,058,252 | 121,352 | 12,198,373 | ||||||||||||
John F. Ferraro |
217,705,243 | 3,608,764 | 117,513 | 12,198,373 | ||||||||||||
J. Erik Fyrwald |
218,261,318 | 3,052,643 | 117,559 | 12,198,373 | ||||||||||||
Christina Gold |
202,313,836 | 19,004,165 | 113,519 | 12,198,373 | ||||||||||||
Gary Hu |
216,597,507 | 4,718,672 | 115,341 | 12,198,373 | ||||||||||||
Kevin O’Byrne |
215,973,276 | 5,207,957 | 250,287 | 12,198,373 | ||||||||||||
Dawn C. Willoughby |
218,132,029 | 3,183,542 | 115,949 | 12,198,373 | ||||||||||||
The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 received the following votes:
For |
Against |
Abstain | ||
| 224,390,748 | 9,009,554 | 229,591 |
The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2023, as disclosed in the Proxy Statement, received the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
| 207,742,404 | 13,502,197 | 186,919 | 12,198,373 |
The proposal to approve the Company’s Amended and Restated 2021 Stock Award and Incentive Plan, as disclosed in the Proxy Statement, received the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
| 214,081,831 | 7,166,112 | 183,577 | 12,198,373 |
The shareholder proposal to commission a third-party assessment on the Company’s commitment to freedom of association and collective bargaining rights, as disclosed in the Proxy Statement, received the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
| 37,247,845 | 182,582,606 | 1,601,069 | 12,198,373 |
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, General Counsel and Corporate Secretary | |
Date: May 7, 2024