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
28, 2009
|
INTERNATIONAL
FLAVORS & FRAGRANCES INC.
|
(Exact
Name of Registrant as Specified in
Charter)
|
New
York
|
|
1-4858
|
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13-1432060
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(State
or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
File
Number)
|
|
Identification
No.)
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521
West 57th Street, New York, New York
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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 simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April
28, 2009, the Compensation Committee (the “Compensation Committee”) of the Board
of Directors of International Flavors and Fragrances Inc. (the “Company”), with
the assistance of independent compensation consultants, approved a one-time cash
bonus of $100,000 as well as a grant on April 28, 2009 of 5,000 Restricted Stock
Units (“RSUs”) to Richard A. O’Leary for his service as Interim Chief Financial
Officer. In connection with the previously-announced election of
Kevin Berryman as Executive Vice President and Chief Financial Officer of the
Company, on May 14, 2009 Mr. O’Leary will step down from his role as Interim
Chief Financial Officer of the Company, which he has held since July 2008, and
will continue to serve as Vice President, Corporate Development. The
RSUs, which were granted under the Company's 2000 Stock Award and Incentive
Plan, will vest on the third anniversary of the grant date.
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.
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INTERNATIONAL FLAVORS
& FRAGRANCES
INC. |
|
|
|
|
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Dated: May
1, 2009
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By:
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/s/ Dennis
M. Meany |
|
|
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Name:
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Dennis M.
Meany |
|
|
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Title: |
Senior Vice President, General
|
|
|
|
Counsel
and Secretary |
|