8-K

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

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Document and Entity Information	Apr. 12, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 12, 2023
Entity Registrant Name	INTERNATIONAL FLAVORS & FRAGRANCES INC
Entity Incorporation, State or Country Code	NY
Entity File Number	1-4858
Entity Tax Identification Number	13-1432060
Entity Address, Address Line One	521 West 57th Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	212
Local Phone Number	765-5500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000051253
Amendment Flag	false
Other Address [Member]
Entity Information [Line Items]
Entity Address, Address Line One	200 Powder Mill Road
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19803
Common Stock, par value 12 1/2¢ per share [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value 12 1/2 cents per share
Trading Symbol	IFF
Security Exchange Name	NYSE
1.750% Senior Notes due 2024 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.75% Senior Notes due 2024
Trading Symbol	IFF 24
Security Exchange Name	NYSE
1.800% Senior Notes due 2026 [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.800% Senior Notes due 2026
Trading Symbol	IFF 26
Security Exchange Name	NYSE