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 1, 2024     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 1.800% 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, 2024, 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 2024 was ratified; (iii) the compensation of the Company’s named executive officers was approved in an advisory vote; (iv) the Company’s Amended and Restated 2021 Stock Award and Incentive Plan was approved; and (v) the shareholder proposal to commission a third-party assessment on the Company’s commitment to freedom of association and collective bargaining rights was not approved. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 21, 2024 (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 2025, 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      217,291,587        4,028,099        111,834        12,198,373   Mark J. Costa      219,844,812        1,470,804        115,904        12,198,373   Carol Anthony (John) Davidson      217,470,225        3,847,751        113,544        12,198,373   Roger W. Ferguson, Jr.      214,251,916        7,058,252        121,352        12,198,373   John F. Ferraro      217,705,243        3,608,764        117,513        12,198,373   J. Erik Fyrwald      218,261,318        3,052,643        117,559        12,198,373   Christina Gold      202,313,836        19,004,165        113,519        12,198,373   Gary Hu      216,597,507        4,718,672        115,341        12,198,373   Kevin O’Byrne      215,973,276        5,207,957        250,287        12,198,373   Dawn C. Willoughby      218,132,029        3,183,542        115,949        12,198,373   The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024 received the following votes:   For   Against   Abstain 224,390,748   9,009,554   229,591 The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2023, as disclosed in the Proxy Statement, received the following votes:   For   Against   Abstain   Broker Non-Votes 207,742,404   13,502,197   186,919   12,198,373   The proposal to approve the Company’s Amended and Restated 2021 Stock Award and Incentive Plan, as disclosed in the Proxy Statement, received the following votes:   For   Against   Abstain   Broker Non-Votes 214,081,831   7,166,112   183,577   12,198,373 The shareholder proposal to commission a third-party assessment on the Company’s commitment to freedom of association and collective bargaining rights, as disclosed in the Proxy Statement, received the following votes:   For   Against   Abstain   Broker Non-Votes 37,247,845   182,582,606   1,601,069   12,198,373   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, 2024