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): May 1, 2025

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¢ per share
  
IFF
  
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 5.07.
Submission of Matters to a Vote of Security Holders.

On May 1, 2025, 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 2025 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 18, 2025 (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 2026, 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
    
217,838,219
      
3,685,078
      
216,749
      
9,674,110
  
Mark J. Costa
    
217,680,374
      
3,984,821
      
74,851
      
9,674,110
  
John F. Ferraro
    
209,404,772
      
12,259,870
      
75,404
      
9,674,110
  
J. Erik Fyrwald
    
221,339,603
      
325,862
      
74,581
      
9,674,110
  
Vincent J. Intrieri
    
215,147,409
      
6,516,464
      
76,173
      
9,674,110
  
Cynthia T. Jamison
    
212,641,881
      
9,025,885
      
72,280
      
9,674,110
  
Mehmood Khan
    
221,375,416
      
294,984
      
69,646
      
9,674,110
  
Kevin O’Byrne
    
219,745,475
      
1,927,374
      
67,197
      
9,674,110
  
Margarita Paláu-Hernández
    
220,520,774
      
1,155,236
      
64,036
      
9,674,110
  
Dawn C. Willoughby
    
211,260,009
      
10,329,707
      
150,330
      
9,674,110
  

The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 received the following votes:

For
  
Against
  
Abstain
212,026,858
  
19,312,560
  
74,738

The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2024, as disclosed in the Proxy Statement, received the following votes:

For
  
Against
  
Abstain
  
Broker Non-Votes
187,853,527
  
33,680,007
  
206,512
  
9,674,110

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, 2025