8-KThe WireRed Alert
Executive Change
Filed Apr 12, 2023 · 3y ago · Accession 0001193125-23-099267
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By:
/s/ Jennifer Johnson
Name:
Jennifer Johnson
Title:
Executive Vice President, General Counsel
and Corporate Secretary
Date: April 12, 2023
Filing details
- Ticker
- IFF
- CIK
- 51253
- Form type
- 8-K
- Filing date
- Apr 12, 2023
- Report date
- Apr 12, 2023
- Document
- d444897d8k.htm
- Size
- 194 KB