-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LNdkFm2FMgfOyZqGE7WYx9J9+CHR/W1lUgaHDvjIfM+XBw8Hi8WTqkPkwrZbCkD2 PYvhtfBx22SDdC27eVZVtA== 0001214659-05-000372.txt : 20050311 0001214659-05-000372.hdr.sgml : 20050311 20050311120352 ACCESSION NUMBER: 0001214659-05-000372 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050308 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL FLAVORS & FRAGRANCES INC CENTRAL INDEX KEY: 0000051253 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 131432060 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04858 FILM NUMBER: 05674513 BUSINESS ADDRESS: STREET 1: 521 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127655500 MAIL ADDRESS: STREET 1: 521 W 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: VANAMERIGEN HAEBLER INC DATE OF NAME CHANGE: 19680426 8-K 1 a39548k.htm FORM 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)

March 8, 2005

 

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact Name of Registrant as Specified in Charter)

 


New York
______________________________
(State or Other Jurisdiction of Incorporation) 		1-4858
_______________________________
(Commission File Number)		 13-1432060
____________________________
(I.R.S. Employer Identification Number)


521 West 57th Street, New York, New York 10019 

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code (212) 765-5500

 

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 (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR   240.13e-4(c))

 


 


Item 1.01. Entry Into a Material Definitive Agreement

        Under the Company’s Annual Incentive Plan (“AIP”), each executive officer of the Company has an annual incentive award target based on the achievement of specific quantitative corporate and, with respect to certain executive officers, regional and/or functional performance goals, which are determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). At its meeting held on March 8, 2005, the Compensation Committee approved the performance criteria for 2005 under the AIP. These corporate performance criteria are derivatively applied to certain executive officers having regional and/or functional responsibility. Attached as Exhibit 10.1 are the corporate performance criteria for 2005 under the AIP.

        Under the Company’s Long-Term Incentive Plan (“LTIP”), each executive officer of the Company has an award target for each three-year performance cycle based on the achievement of specific quantitative corporate performance goals which are determined by the Compensation Committee. At its meeting held on March 8, 2005, the Compensation Committee approved the performance criteria for the 2005-2007 cycle under the LTIP. Attached as Exhibit 10.2 are the performance criteria for the 2005-2007 cycle under the LTIP.

        At its meeting held on March 8, 2005, the Compensation Committee determined and approved the grant of Restricted Stock Unit (“RSU”) awards, under the Company’s 2000 Stock Award and Incentive Plan, to each executive officer of the Company. The Compensation Committee established corporate performance criteria and time vesting restrictions for the RSU awards. Attached as Exhibit 10.3 are the RSU performance criteria for 2005.

Item 9.01. Financial Statements and Exhibits

(c)      Exhibits

10.1    Performance Criteria for 2005 under the Company’s Annual Incentive Plan

10.2    Performance Criteria for the 2005-2007 Cycle under the Company’s Long-Term Incentive Plan

10.3    Performance Criteria for 2005 under Restricted Stock Unit Awards Granted to Executive Officers on

           March   8, 2005 under the Company's 2000 Stock Award and Incentive Plan

 

SIGNATURE

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.






Dated:  March 11, 2005		 INTERNATIONAL FLAVORS & FRAGRANCES INC.


By:       /s/ Dennis M. Meany
             ——————————————
Name:  Dennis M. Meany
Title:    Senior Vice President, General

             Counsel and Secretary 
             



EXHIBIT INDEX

           Exhibit No.                 Description

(c)       Exhibits

10.1     Performance Criteria for 2005 under the Company’s Annual Incentive Plan

10.2     Performance Criteria for the 2005-2007 Cycle under the Company's Long-Term Incentive Plan

 

10.3     Performance Criteria for 2005 under Restricted Stock Unit Awards Granted to Executive Officers on

            March 8, 2005 under the Company's 2000 Stock Award and Incentive Plan

EX-10.1 2 ex101.htm

EXHIBIT 10.1

 

 

Performance Criteria for 2005

under the Company’s Annual Incentive Plan

 

 

        For 2005, the corporate performance criteria under the Company’s Annual Incentive Plan, which criteria were approved by the Compensation Committee of the Company’s Board of Directors, relate to increases in revenue and improvements in operating profit as a percentage of sales.

EX-10.2 3 ex102.htm

EXHIBIT 10.2

 

 

Performance Criteria for the 2005-2007 Cycle

under the Company’s Long-Term Incentive Plan

        For the 2005-2007 cycle, the performance criteria under the Company’s Long-Term Incentive Plan, which criteria were approved by the Compensation Committee of the Company’s Board of Directors, relate to improvements in earnings per share and return on invested capital.

EX-10.3 4 ex103.htm

EXHIBIT 10.3

 

Performance Criteria for 2005 under Restricted Stock Unit Awards

Granted to Executive Officers on March 8, 2005

under the Company’s 2000 Stock Award and Incentive Plan

 

        For 2005, the performance criteria under Restricted Stock Unit awards granted to executive officers on March 8, 2005, which criteria were approved by the Compensation Committee of the Company’s Board of Directors, relate to earnings per share achieved in 2005 and return on invested capital achieved in 2005.

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