01—Abstract
Summary
Summary of the 8-K filed May 4, 2026. Cited figures are marked; the original filing is the authoritative source.
International Flavors & Fragrances Inc. filed this Current Report under Item 5.07 to report the results of its Annual Meeting of Shareholders, held on April 29, 2026.
Shareholders elected ten individuals to the Board of Directors for terms expiring at the 2027 annual meeting, ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and approved, in an advisory vote, the compensation of the named executive officers. The matters are described in the Company's Proxy Statement filed March 18, 2026. All three proposals were approved.
Each director received substantially more votes "For" than "Against" or "Abstain." Votes "For" ranged from 219,852,087 (Brett Icahn) to 228,708,085 (J. Erik Fyrwald), and votes "Against" ranged from 407,052 (Fyrwald) to 9,263,970 (Icahn). The auditor ratification received 223,799,689 votes For, 15,434,021 Against and 53,269 Abstain.
The advisory say-on-pay proposal received 199,852,600 votes For, 29,195,584 Against, 135,226 Abstain and 10,103,569 broker non-votes. The filing contains only the voting results and does not report any other corporate action, financial results or change in governance.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held April 29, 2026.
- Ten directors elected for terms expiring at the 2027 annual meeting; Brett Icahn received the most votes against (9,263,970) and Dawn C. Willoughby received 8,187,539 votes against.
- Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 223,799,689 votes For and 15,434,021 Against.
- Advisory say-on-pay proposal on 2025 named executive officer compensation approved, with 199,852,600 votes For and 29,195,584 Against.
- Say-on-pay drew the largest number of against votes among the three proposals, at 29,195,584.
- Proxy Statement describing the proposals was filed with the SEC on March 18, 2026.
03—Questions
Frequently Asked Questions
Which directors were elected at the 2026 Annual Meeting?
Ten individuals were elected: Virginia C. Drosos, Paul J. Fribourg, J. Erik Fyrwald, Brett Icahn, Cynthia T. Jamison, Mehmood Khan, Jesus B. Mantas, Richard Mulligan, Kevin O'Byrne and Dawn C. Willoughby. Their terms expire at the Annual Meeting in 2027.
Who was the Company's independent auditor approved for 2026?
Shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026. The vote was 223,799,689 For, 15,434,021 Against and 53,269 Abstain.
Did shareholders approve executive compensation?
Yes. The advisory vote on the compensation paid to the named executive officers in 2025, as disclosed in the Proxy Statement, received 199,852,600 votes For, 29,195,584 Against, 135,226 Abstain and 10,103,569 broker non-votes.
Where can investors find details of the proposals voted on?
Each proposal is described in detail in the Company's Proxy Statement, which was filed with the Securities and Exchange Commission on March 18, 2026.
04—Continue