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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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:
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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 Principal Officers; Election of Directors; Appointment of Principal Officers. |
On October 29, 2019, the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) elected Dr. Li-Huei Tsai to the Board and appointed her to the Compensation Committee of the Board. Dr. Tsai is Director of The Picower Institute for Learning and Memory, Department of Brain and Cognitive Sciences at the Massachusetts Institute of Technology. Dr. Tsai will participate in the non-employee director compensation arrangements described in the Company’s 2019 Proxy Statement, which was filed with the Securities and Exchange Commission on March 18, 2019.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the appointment of Dr. Tsai to the Board, the Board approved an amendment to Article II, Section 2 of the Company’s By-Laws to increase the number of directors from 11 to 12, effective October 29, 2019.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release issued by the Company regarding Ms. Tsai’s appointment to the Board is furnished as Exhibit 99.1 to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |||
| 3(ii) |
By-Laws of International Flavors & Fragrances Inc., effective as of October 29, 2019. | |||
| 99.1 |
Press Release issued by International Flavors & Fragrances Inc. on October 30, 2019. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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/ Nanci Prado | |
| Name: |
Nanci Prado | |
| Title: |
Deputy General Counsel | |
Date: October 30, 2019