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)
|
February
1, 2010
|
INTERNATIONAL
FLAVORS & FRAGRANCES INC. |
(Exact
Name of Registrant as Specified in
Charter) |
New
York
|
|
1-4858
|
|
13-1432060
|
(State
or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
521
West 57th Street, New York, New York
|
10019
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area
code
|
(212)
765-5500
|
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 Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b)
o 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; Compensatory Arrangements of Certain
Officers.
On February 1, 2010, the Compensation
Committee of the Company’s Board of Directors (the “Committee”) approved a
one-year supplemental performance metric for the Company’s 2008-2010 Long-Term
Incentive Plan cycle. The new supplemental metric is based on
improvement in operating profit margin measured over the fiscal 2010 period as
compared to 2009. The Committee established this supplemental metric
to provide increased focus on the significance of driving improvement in
operating profit margin, which continues to be an important factor in increasing
long-term shareholder value. The Committee decided to add this
one-year supplemental financial target as a means of providing further targeted
incentive for our management team to deliver improved financial results under
this metric, particularly in light of the global economic uncertainty which
began in late 2008 and has continued through the current period.
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 &
|
|
|
|
|
|
|
By:
|
/s/
Dennis M. Meany |
|
|
|
Name:
|
Dennis
M. Meany |
|
|
|
Title:
|
Senior
Vice President, General Counsel and Secretary |
|
|
|
|
|