01—Abstract
Summary
Summary of the 8-K filed May 7, 2025. Cited figures are marked; the original filing is the authoritative source.
International Flavors & Fragrances Inc. (the "Company") held its Annual Meeting of Shareholders on May 1, 2025, and this Form 8-K reports the final voting results on three proposals.
Ten individuals were elected as directors for terms expiring at the 2026 annual meeting, each receiving a large majority of "For" votes relative to "Against" and "Abstain" votes. Shareholders also ratified PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025, with 212,026,858 votes for, 19,312,560 against and 74,738 abstaining. In the advisory vote on executive compensation, shareholders approved the compensation paid to the Company's named executive officers in 2024, as disclosed in the Proxy Statement filed March 18, 2025.
The vote recorded 187,853,527 votes for, 33,680,007 against, 206,512 abstentions and 9,674,110 broker non-votes. The say-on-pay result shows a noticeably higher level of opposition than the director and auditor votes, though the proposal still passed. The filing is limited to the reporting of voting outcomes under Item 5.07 and does not disclose any new financial results, strategic actions or changes in governance beyond the director slate and auditor ratification described in the Proxy Statement.
02—Key points
Key Highlights
- Ten directors were elected to terms expiring at the 2026 annual meeting, with Dawn C. Willoughby receiving 211,260,009 For votes and 10,329,707 Against votes, the highest Against count among the nominees.
- Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025 with 212,026,858 For votes against 19,312,560 Against votes.
- The advisory say-on-pay proposal for 2024 named executive officer compensation passed with 187,853,527 For votes and 33,680,007 Against votes.
- The say-on-pay vote recorded 9,674,110 broker non-votes, the same figure reported for each director nominee.
- The Annual Meeting was held May 1, 2025, and the proposals were described in the Proxy Statement filed March 18, 2025.
- Director support was strong across the slate, with For votes ranging from 209,404,772 (John F. Ferraro) to 221,375,416 (Mehmood Khan).
03—Questions
Frequently Asked Questions
What matters did shareholders vote on at the May 1, 2025 Annual Meeting?
Shareholders voted on the election of ten directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025, and an advisory vote approving the compensation of the named executive officers.
Were all proposals approved?
Yes. The filing reports that all ten director nominees were elected, the PricewaterhouseCoopers LLP ratification was approved, and the advisory compensation proposal was approved.
How much opposition was there to executive compensation compared with the other proposals?
The say-on-pay proposal received 33,680,007 Against votes, compared with 19,312,560 Against votes on the auditor ratification. Director Against votes ranged from 294,984 (Mehmood Khan) to 12,259,870 (John F. Ferraro).
Where can investors find details of the proposals?
The filing states that each proposal is described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 18, 2025.
04—Continue