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International Flavors & Fragrances 8-K 2015

Documents found in this filing:

  1. 8-K
  2. Ex-3.(Ii)
  3. Ex-3.(Ii)
Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 6, 2015




(Exact Name of Registrant as Specified in its Charter)




New York   1-4858   13-1432060

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


521 West 57th Street

New York, New York

(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))




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

In connection with the election of ten directors at the Company’s annual meeting, the Board of Directors of the Company (the “Board”) approved an amendment to Article II, Section 2 of the Company’s By-Laws to decrease the number of directors from twelve (12) to ten (10) effective May 6, 2015.


Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 6, 2015, the Company held its Annual Meeting of Shareholders. At the Annual Meeting, (i) ten members 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 2015 was ratified; (iii) the compensation of the Company’s named executive officers was approved in an advisory vote and (iv) the Company’s 2015 Stock Award and Incentive Plan was approved. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 18, 2015 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.

The directors elected to the Board for terms expiring at the Annual Meeting in the year 2016, as well as the number of votes cast for, votes cast against, votes abstained and broker non-votes with respect to each of these individuals are set forth below:


     For      Against      Abstain      Broker

Marcello V. Bottoli

     61,664,720         52,453         244,746         3,850,665   

Linda B. Buck

     61,682,667         34,658         244,594         3,850,665   

Michael L. Ducker

     61,360,167         354,529         247,223         3,850,665   

Roger W. Ferguson, Jr.

     61,579,255         135,401         247,263         3,850,665   

John F. Ferraro

     61,428,554         285,954         247,411         3,850,665   

Andreas Fibig

     58,788,417         1,347,171         1,826,331         3,850,665   

Christina Gold

     61,601,199         114,961         245,759         3,850,665   

Henry W. Howell, Jr.

     60,886,429         828,188         247,302         3,850,665   

Katherine M. Hudson

     61,682,922         34,083         244,914         3,850,665   

Dale F. Morrison

     61,655,681         59,840         246,398         3,850,665   

The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent accountants for 2015 received the following votes:



   Against    Abstain    Broker


   1,870,172    262,086    0

The advisory proposal to approve the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure, received the following votes:



   Against    Abstain    Broker


   3,349,077    316,943    3,850,665

The proposal to approve the Company’s 2015 Stock Award and Incentive Plan received the following votes:



   Against    Abstain    Broker


   2,718,525    293,317    3,850,665


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits






3(ii)   By-Laws of International Flavors & Fragrances Inc., effective as of May 6, 2015.


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.


By:    /s/ Richard O’Leary
  Name: Richard O’Leary
  Title: Interim Chief Financial Officer
  Date: May 6, 2015
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