INTERNATIONAL FLAVORS & FRAGRANCES INC

Regulatory Filings • Oct 30, 2019

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): October 29, 2019

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
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 212 ) 765-5500

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
6.00% Tangible Equity Units	IFFT	New York Stock Exchange
0.500% Senior Notes due 2021	IFF 21	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

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))

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 29, 2019, the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) elected Dr. Li-Huei Tsai to the Board and appointed her to the Compensation Committee of the Board. Dr. Tsai is Director of The Picower Institute for Learning and Memory, Department of Brain and Cognitive Sciences at the Massachusetts Institute of Technology. Dr. Tsai will participate in the non-employee director compensation arrangements described in the Company’s 2019 Proxy Statement, which was filed with the Securities and Exchange Commission on March 18, 2019.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the appointment of Dr. Tsai to the Board, the Board approved an amendment to Article II, Section 2 of the Company’s By-Laws to increase the number of directors from 11 to 12, effective October 29, 2019.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company regarding Ms. Tsai’s appointment to the Board is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3(ii)	By-Laws of International Flavors & Fragrances Inc., effective as of October 29, 2019.
99.1	Press Release issued by International Flavors & Fragrances Inc. on October 30, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Nanci Prado
Name:	Nanci Prado
Title:	Deputy General Counsel

Date: October 30, 2019