Bylaw Amendment

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): November 7, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 1, 2023, the board of directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) adopted amended and restated bylaws (as amended, the “Bylaws”), effective immediately. The amendments effected by the Bylaws allow for a special meeting to be called upon the written request of the holders of at least 25 percent of the Company’s outstanding voting stock that are entitled to vote on the matters at such special meeting, subject to compliance with the other requirements as set forth in the Bylaws. The amendments effected by the Bylaws also make various other non-substantive updates and ministerial and conforming changes, including the removal of provisions related to our merger with Nutrition & Biosciences, Inc. that are no longer applicable. The foregoing summary of the amendments effected by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits   Exhibit Number    Description 3.1    Amended and Restated Bylaws of International Flavors & Fragrances Inc. 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/ Jennifer Johnson Name:   Jennifer Johnson Title:   Executive Vice President, General Counsel and Corporate Secretary Date: November 7, 2023