01—Abstract
Summary
Summary of the 8-K filed May 7, 2024. Cited figures are marked; the original filing is the authoritative source.
On May 1, 2024, International Flavors & Fragrances Inc. held its Annual Meeting of Shareholders.
Shareholders elected ten individuals to the Board of Directors for terms expiring at the 2025 annual meeting, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024, and approved the compensation of the named executive officers in an advisory vote. They also approved the Amended and Restated 2021 Stock Award and Incentive Plan. A shareholder proposal to commission a third-party assessment of the Company's commitment to freedom of association and collective bargaining rights was not approved.
The filing reports 37,247,845 votes for, 182,582,606 votes against, and 1,601,069 abstentions on that proposal, with 12,198,373 broker non-votes. The filing describes each proposal in the Company's Proxy Statement filed with the SEC on March 21, 2024. Vote tallies for each director nominee, the auditor ratification, the say-on-pay vote, and the stock plan are reported in the filing.
02—Key points
Key Highlights
- Ten directors were elected to terms expiring at the 2025 annual meeting; Christina Gold received 202,313,836 votes for and 19,004,165 against, the largest against count among the nominees.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2024, with 224,390,748 votes for, 9,009,554 against, and 229,591 abstentions.
- Named executive officer compensation for 2023 was approved in an advisory vote, with 207,742,404 votes for and 13,502,197 against.
- The Amended and Restated 2021 Stock Award and Incentive Plan was approved, with 214,081,831 votes for and 7,166,112 against.
- The shareholder proposal on a third-party assessment of freedom of association and collective bargaining rights was not approved, with 37,247,845 votes for and 182,582,606 against.
- The annual meeting was held on May 1, 2024, and the proposals are described in the Proxy Statement filed March 21, 2024.
03—Questions
Frequently Asked Questions
Who was elected to the Board of Directors at the May 1, 2024 Annual Meeting?
Ten individuals were elected for terms expiring at the 2025 annual meeting: Kathryn J. Boor, Mark J. Costa, Carol Anthony (John) Davidson, Roger W. Ferguson, Jr., John F. Ferraro, J. Erik Fyrwald, Christina Gold, Gary Hu, Kevin O'Byrne, and Dawn C. Willoughby.
Did shareholders approve the independent auditor for 2024?
Yes. The selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 was ratified, with 224,390,748 votes for, 9,009,554 against, and 229,591 abstentions.
Did shareholders approve executive compensation?
Yes. The compensation of the named executive officers, as disclosed in the Proxy Statement, was approved in an advisory vote, with 207,742,404 votes for, 13,502,197 against, 186,919 abstentions, and 12,198,373 broker non-votes.
What happened to the shareholder proposal on freedom of association and collective bargaining?
The proposal to commission a third-party assessment of the Company's commitment to freedom of association and collective bargaining rights was not approved. It received 37,247,845 votes for, 182,582,606 against, and 1,601,069 abstentions, with 12,198,373 broker non-votes.
04—Continue