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)
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September
11, 2008
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INTERNATIONAL
FLAVORS & FRAGRANCES INC.
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|
(Exact
Name of Registrant as Specified in
Charter)
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New
York
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1-4858
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13-1432060
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||
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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||
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of
Incorporation)
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File
Number)
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Identification
No.)
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521
West 57th Street, New York, New York
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(212)
765-5500
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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 (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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
September 11, 2008, the Board of Directors of International Flavors &
Fragrances Inc. ("IFF" or the "Company") elected Mr. Douglas Tough, Chief
Executive and Managing Director, Ansell Limited, and Ms. Katherine M. Hudson,
former Chairman, President and Chief Executive Officer, Brady Corporation, to
the Company's Board of Directors effective October 1, 2008.
Mr. Tough
and Ms. Hudson will each participate in the non-employee director compensation
arrangements described in IFF's 2008 proxy statement. Under the terms
of those arrangements, each non-employee director receives, among other things,
an annual cash retainer of $75,000, and an annual retainer of $100,000 paid in
the form of Restricted Stock Units ("RSUs") under the Company's 2000 Stock Award
and Incentive Plan, in each case prorated to reflect his or her service for a
partial year. The cash retainer will be paid in November of each
year. Based on the closing market price of the Company's common stock
on October 1, 2008 and the partial year's service, a grant of RSUs will be made
to each of Mr. Tough and Ms. Hudson on that date. Under the
non-employee director compensation arrangements, future RSU grants to Mr. Tough
and Ms. Hudson will be made on the date of each annual meeting of shareholders.
RSUs will cliff vest on the third anniversary of the grant date. Once
the RSUs vest, each non-employee director will be required to defer all of the
vested RSUs under the Company's Deferred Compensation Plan until he or she
separates from service on the Company's Board of Directors.
At the
time of the filing of this Form 8-K, neither Mr. Tough nor Ms. Hudson has been
named to a Board committee. IFF's press release announcing the
elections of Mr. Tough and Ms. Hudson is filed with this report as Exhibit
99.1.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In
connection with the elections of Mr. Tough and Ms. Hudson as directors, on
September 11, 2008, the Board of Directors of the Company approved an amendment
to Article II, Section 2 of the Company's By-laws effective October 1, 2008, to
increase the number of directors from eleven (11) to thirteen (13).
The
Amended and Restated By-laws of the Company reflecting that amendment are filed
with this report as Exhibit 3.1.
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(d)
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Exhibits
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| Exhibit No. |
Document
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|
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3.1
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By-laws
of International Flavors & Fragrances Inc., as amended
and restated effective as of October 1, 2008
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| 99.1 |
Press
Release of International Flavors & Fragrances Inc.
dated September 16, 2008
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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.
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INTERNATIONAL
FLAVORS &
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|||
| FRAGRANCES INC. | |||
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Dated: September
16, 2008
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By:
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/s/ Dennis M. Meany | |
| Name: Dennis M. Meany | |||
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Title:
Senior Vice President,
General
Counsel and Secretary
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|||
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Document
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| 3.1 | By-laws of International Flavors & Fragrances Inc., as amended and restated effective as of October 1, 2008 |
| 99.1 | Press Release of International Flavors & Fragrances Inc. dated September 16, 2008 |