Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On February 21, 2023, Stephen Williamson notified International Flavors &
Fragrances Inc. (the "Company") of his decision to resign as a director from the
Board of Directors (the "Board") of the Company, effective March 10, 2023.
Mr. Williamson advised the Company that his decision did not result from any
disagreement with the Company, its management or the Board on any matter,
whether related to the Company's operations, policies, practices or otherwise.
In addition, on February 21, 2023, Matthias Heinzel and Edward D. Breen informed
the Company of their respective decisions not to stand for reelection at the
Company's 2023 Annual Meeting of Shareholders (the "2023 Annual Meeting").
Mr. Heinzel and Mr. Breen have each served as directors of the Board since 2021
and intend to retire from the Board upon the expiration of their respective
terms at the 2023 Annual Meeting. Mr. Heinzel and Mr. Breen have advised the
Company that their respective decisions to retire from the Board did not result
from any disagreement with the Company, its management or the Board on any
matter, whether related to the Company's operations, policies, practices or
otherwise.
(d)
On February 21, 2023, Kevin O'Byrne was appointed to serve as a member of the
Board of the Company, effective March 10, 2023, and he will be named to each of
the Board's Audit Committee, Innovation Committee and Transaction Committee.
Mr. O'Byrne, age 58, is Chief Financial Officer and Director of J Sainsbury
Plc., the second largest retailer in the United Kingdom, since 2017. He was
previously Chief Executive Officer of Poundland Group Plc until December 2016
and held executive roles at Kingfisher Plc from 2008 to 2015, including
Divisional Director UK, China and Turkey, Chief Executive Officer of B&Q UK &
Ireland and Group Finance Director.
There was no arrangement or understanding between Mr. O'Byrne and any other
persons, pursuant to which Mr. O'Byrne was appointed to serve on the Board.
Additionally, there has not been any transaction or currently proposed
transaction, in which IFF was or is to be a participant and the amount involved
exceeds $120,000, and in which Mr. O'Byrne had or will have a direct or indirect
material interest since the beginning of IFF's last fiscal year.
Mr. O'Byrne will participate in the non-employee director compensation
arrangements described in IFF's 2021 Proxy Statement, which was filed with the
Securities and Exchange Commission on March 25, 2022.
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