UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 7.01. | Regulation FD Disclosure. |
On October 4, 2018, a Frutarom investor filed a shareholder motion requesting discovery relating to the $20 million bonus granted to Ori Yehudai, the former President and CEO of Frutarom Industries Ltd. (“Frutarom”) in 2018 (the “Bonus”) and the approval process thereof. On October 29, 2019, International Flavors & Fragrances Inc. (“IFF” or the “Company”) and its subsidiary, Frutarom, filed a direct claim with respect to the Bonus in the Tel Aviv District Court, Israel, against Mr. Yehudai and the former directors of Frutarom. Consistent with what the Company disclosed previously on August 5, 2019, the claim alleges, among other things, that Yehudai was not entitled to receive the Bonus because he breached his fiduciary duties by, among other things, knowing of improper payments to representatives of customers in Russia and Ukraine and failing to prevent them from being made.
While the review remains ongoing, IFF has substantially completed a robust review of the Russia and Ukraine allegations. The impact of this review, including the costs associated with it, has not been and is not anticipated to be material to IFF’s results of operations or financial condition. To date, no connection to the U.S. has been identified.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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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.
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | ||
| By: |
/s/ Nanci Prado | |
| Name: |
Nanci Prado | |
| Title: |
Deputy General Counsel | |
Dated: October 29, 2019
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