Shareholder Vote

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 8, 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 5.07. Submission of Matters to a Vote of Security Holders. On May 3, 2023, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) eleven 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 2023 was ratified; (iii) the compensation of the Company’s named executive officers was approved in an advisory vote; and (iv) the Company’s stockholders recommended by advisory vote, a one year frequency for future advisory votes on executive compensation. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 23, 2023 (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 2024, 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    218,915,468    1,557,520    188,033    11,998,394 Barry A. Bruno    219,130,735    1,364,136    166,150    11,998,394 Frank K. Clyburn, Jr.    219,644,862    848,287    167,872    11,998,394 Mark J. Costa    219,454,028    1,039,948    167,045    11,998,394 Carol Anthony (John) Davidson    219,121,879    1,374,175    164,967    11,998,394 Roger W. Ferguson, Jr.    203,968,043    16,527,832    165,146    11,998,394 John F. Ferraro    213,466,666    7,027,311    167,044    11,998,394 Christina Gold    201,841,815    16,061,913    2,757,293    11,998,394 Gary Hu    210,656,525    9,835,188    169,308    11,998,394 Kevin O’Byrne    219,938,112    549,687    173,222    11,998,394 Dawn C. Willoughby    218,773,733    1,722,432    164,856    11,998,394 The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023 received the following votes:   For   Against   Abstain 220,846,300   11,678,074   135,041 The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2022, as disclosed in the Proxy Statement, received the following votes:   For   Against   Abstain   Broker Non-Votes 196,559,195   23,864,597   237,229   11,998,394   The vote, on an advisory basis, on the frequency of votes on executive compensation, as disclosed in the Proxy Statement, received the following votes:   1 Year   2 Years   3 Years   Abstain 218,284,010   63,556   2,173,749   139,706 Based upon the results of the advisory proposal on the frequency of votes on executive compensation set forth above, and consistent with its recommendation, the Company’s Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes. 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 8, 2023