SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 15, 2006
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-4858 13-1432060
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
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Check the appropriate box below if the Form 8-K filing is intended to
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|_| Written communications pursuant to Rule 425 under the Securities Act
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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|_| 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensator Arrangements of Certain Officers
On December 12, 2006, the Board of Directors (the "Board") of International
Flavors & Fragrances Inc. (the "Company") has elected James H. Dunsdon as the
Company's Senior Vice President, Chief Transition Officer, effective January 1,
2007. Since October 1, 2004 Mr. Dunsdon has been serving as Chief Operating
Officer, and it has been determined to eliminate that position effective as of
January 1, 2007. At the time Mr. Dunsdon was appointed as Chief Operating
Officer, his plan was to retire in early 2007. At the request of the Chief
Executive Officer ("CEO"), Mr. Dunsdon has agreed to delay his retirement until
2008 in order to assist the Company's transition to a business unit structure,
as previously announced.
The Company's Board of Directors has elected Nicolas Mirzayantz and Hernan
Vaisman to the positions of Business Unit President, Fragrances, and Business
Unit President, Flavors, respectively, effective as of January 1, 2007. On
December 12, 2006, the Compensation Committee of the Board, with the assistance
of independent compensation consultants, approved the compensation of Mr.
Mirzayantz and Mr. Vaisman in connection with their appointments, to be
effective as of January 1, 2007, as follows: (i) The Compensation Committee
determined to increase the base salary of Mr. Mirzayantz, who is a named
executive officer in the Company's most recent proxy statement, by 10% to
$440,000. The Compensation Committee also determined to set the base salary of
Mr. Vaisman in connection with his appointment at $400,000.
(ii) The Compensation Committee determined that, based on his grade level,
each of Mr. Mirzayantz and Mr. Vaisman would be eligible for a grant
of equity awards under the Company's Long Term Incentive Choice
Program (the "Program") under the Company's 2000 Stock Award and
Incentive Plan ("2000 SAIP") up to a dollar award value under the
Program of $400,000. Under the Program, Mr. Mirzayantz and Mr. Vaisman
will each be entitled to choose from three alternative types of equity
awards and will be granted those equity awards under the 2000 SAIP up
to his dollar award value. Grants of equity awards under the Program,
based on each participant's election, are anticipated to be made on
the date of the Company's Annual Meeting of Shareholders.
(iii) The Compensation Committee also set the target Annual Incentive Plan
("AIP") percentage for Mr. Vaisman for 2007 and thereafter to 60% of
base salary. Mr. Mirzayantz's target award remains at 60% of base
salary. Under the AIP, Mr. Mirzayantz and Mr. Vaisman will each be
eligible to receive his AIP award target based on achievement against
specific performance goals.
(iv) The Compensation Committee also set the target Long-Term Incentive
Plan ("LTIP") percentage for Mr. Vaisman with respect to LTIP awards
that he may be eligible to receive for the 2007-2009 cycle and
thereafter at 60% of base salary. Mr. Mirzayantz's target award under
the LTIP remains at 60% of base salary.
SIGNATURE
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.
Dated: December 15, 2006 By: /s/ Dennis M. Meany
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Name: Dennis M. Meany
Title: Senior Vice President,
General Counsel and Secretary