UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 30, 2024, International Flavors & Fragrances Inc. (the “Company”) announced that Ms. Margarita Paláu-Hernández will be appointed to the board of directors of the Company (the “Board”) to fill a vacancy, effective as of June 3, 2024. Ms. Paláu-Hernández will be named to the Board’s Audit Committee and Human Capital & Compensation Committee.
Ms. Paláu-Hernández, 67, is the Founder and Chief Executive Officer of Hernández Ventures since November 1988, a privately held enterprise involved in Spanish media, business and real estate ventures. In September of 2018, Ms. Paláu-Hernández was nominated to serve as a Representative of the United States of America to the Seventy-third Session of the General Assembly of the United Nations, with the personal Rank of Ambassador. Prior to founding Hernández Ventures, from 1985 to 1988, Ms. Paláu-Hernández was an attorney with the law firm of McCutcheon, Black, Verleger & Shea where she focused on domestic and international business and real estate transactions. Ms. Paláu-Hernández currently serves as a director of Conduent Incorporated, a business services provider of digital platforms for companies and governments, and Apartment Income REIT Corp., a self-administered real estate investment trust.
Ms. Paláu-Hernández replaces Barry Bruno pursuant to the previously disclosed Cooperation Agreement between the Company and certain persons and entities collectively referred to as the Icahn Group dated February 1, 2023 (the “Agreement”), which provides for the nomination to the Board of a replacement director in the case of the resignation of an independent director subject to the Agreement, including Mr. Bruno, who will be an independent director that is mutually acceptable to the Board and the Icahn Group.
Other than the Cooperation Agreement, there is no arrangement or understanding between Ms. Paláu-Hernández and any other persons, pursuant to which Ms. Paláu-Hernández was appointed to serve on the Board. Additionally, there has not been any transaction or currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Ms. Paláu-Hernández had or will have a direct or indirect material interest since the beginning of IFF’s last fiscal year.
Ms. Paláu-Hernández will participate in the non-employee director compensation arrangements described in IFF’s 2023 Proxy Statement, which was filed with the Securities and Exchange Commission on March 21, 2024.
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 30, 2024