IFF (NYSE: IFF) investors re-elect 10 directors and back 2025 pay

Rhea-AI Filing Summary

International Flavors & Fragrances Inc. reported results of its Annual Meeting of Shareholders held on April 29, 2026. Shareholders elected ten directors to serve terms expiring at the 2027 annual meeting, with each nominee receiving substantially more votes in favor than against.

Shareholders also ratified the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 223,799,689 votes for, 15,434,021 against and 53,269 abstentions. In a non-binding advisory vote, shareholders approved the compensation of the company’s named executive officers for 2025, with 199,852,600 votes for, 29,195,584 against, 135,226 abstentions and 10,103,569 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Directors elected: 10 directors Auditor ratification for votes: 223,799,689 votes Auditor ratification against votes: 15,434,021 votes +4 more

7 metrics

Directors elected 10 directors Annual Meeting of Shareholders on April 29, 2026

Auditor ratification for votes 223,799,689 votes PwC as 2026 independent registered public accounting firm

Auditor ratification against votes 15,434,021 votes PwC as 2026 independent registered public accounting firm

Say-on-pay for votes 199,852,600 votes 2025 named executive officer compensation advisory approval

Say-on-pay against votes 29,195,584 votes 2025 named executive officer compensation advisory approval

Say-on-pay broker non-votes 10,103,569 votes 2025 named executive officer compensation advisory approval

Highest director for votes 228,708,085 votes J. Erik Fyrwald director election

Key Terms

broker non-votes, independent registered public accounting firm, advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"Abstain | | Broker Non-Votes 199,852,600 | | 29,195,584 | | 135,226 | | 10,103,569"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"the compensation of the Company’s named executive officers was approved in an advisory vote"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation of the Company’s named executive officers was approved in an advisory vote"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Shareholders financial

"On April 29, 2026, International Flavors & Fragrances Inc. held its Annual Meeting of Shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

false000005125300000512532026-04-292026-04-290000051253us-gaap:CommonStockMember2026-04-292026-04-290000051253iff:One800SeniorNotesDue2026Member2026-04-292026-04-29

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): April 29, 2026

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact Name of Registrant as Specified in its Charter)

New York		1-4858		13-1432060
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

521 West 57th Street New York, New York		10019
200 Powder Mill Road Wilmington, Delaware		19803
(Address of Principal Executive Offices)		(Zip Code)

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

(Former name or former address, if changed since last report)

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value 12 1/2¢ per share		IFF		New York Stock Exchange
1.800% Senior Notes due 2026		IFF 26		New York Stock Exchange

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 5.07. Submission of Matters to a Vote of Security Holders.

On April 29, 2026, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) ten individuals were elected to serve as directors of the Company; (ii) the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 was ratified; and (iii) the compensation of the Company’s named executive officers was approved in an advisory vote. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.

The individuals elected to the Company’s Board of Directors for terms expiring at the Annual Meeting in 2027, as well as the number of votes cast for, votes cast against, abstentions and broker non-votes with respect to each of these individuals are set forth below:

		For				Against				Abstain				Broker Non-Votes
Virginia C. Drosos			226,471,521				2,643,754				68,135				10,103,569
Paul J. Fribourg			226,345,853				2,772,024				65,533				10,103,569
J. Erik Fyrwald			228,708,085				407,052				68,273				10,103,569
Brett Icahn			219,852,087				9,263,970				67,353				10,103,569
Cynthia T. Jamison			224,572,575				4,434,288				176,547				10,103,569
Mehmood Khan			225,096,742				3,894,870				191,798				10,103,569
Jesus B. Mantas			225,736,490				3,386,456				60,464				10,103,569
Richard Mulligan			226,496,059				2,620,977				66,374				10,103,569
Kevin O’Byrne			224,355,702				4,762,938				64,770				10,103,569
Dawn C. Willoughby			220,938,874				8,187,539				56,997				10,103,569

The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 received the following votes:

For		Against		Abstain
223,799,689		15,434,021		53,269

The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2025, as disclosed in the Proxy Statement, received the following votes:

For		Against		Abstain		Broker Non-Votes
199,852,600		29,195,584		135,226		10,103,569

- 1 -

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/ Stephen Landsman
Name:	Stephen Landsman
Title:	Executive Vice President, General Counsel

Date: May 4, 2026

- 2 -

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.2 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 25.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.2 KB