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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/07/23 Int’l Flavors & Fragrances Inc. 8-K:5,9 11/07/23 12:362K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 31K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 131K 7: R1 Document and Entity Information HTML 57K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- d582222d8k_htm XML 25K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- iff-20231107_def XML 47K 5: EX-101.LAB XBRL Labels -- iff-20231107_lab XML 76K 6: EX-101.PRE XBRL Presentations -- iff-20231107_pre XML 47K 3: EX-101.SCH XBRL Schema -- iff-20231107 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 15± 23K 12: ZIP XBRL Zipped Folder -- 0001193125-23-272442-xbrl Zip 51K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i November 7, 2023
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Exact Name of Registrant as Specified in its Charter)
| i New York | i 1-4858 | i 13-1432060 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 521 West 57th Street i New York, i New York |
i 10019 | |
i 200 Powder Mill Road i Wilmington, i Delaware |
i 19803 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: ( i 212) i 765-5500
(Former name or former address, if changed since last report)
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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
| i Common Stock, par value 12 1/2 cents per share | i IFF | i New York Stock Exchange | ||
| i 1.75% Senior Notes due 2024 | i IFF 24 | i New York Stock Exchange | ||
| i 1.800% Senior Notes due 2026 | i IFF 26 | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 1, 2023, the board of directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) adopted amended and restated bylaws (as amended, the “Bylaws”), effective immediately. The amendments effected by the Bylaws allow for a special meeting to be called upon the written request of the holders of at least 25 percent of the Company’s outstanding voting stock that are entitled to vote on the matters at such special meeting, subject to compliance with the other requirements as set forth in the Bylaws. The amendments effected by the Bylaws also make various other non-substantive updates and ministerial and conforming changes, including the removal of provisions related to our merger with Nutrition & Biosciences, Inc. that are no longer applicable.
The foregoing summary of the amendments effected by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of International Flavors & Fragrances Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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. | ||
| By: | /s/ Jennifer Johnson | |
| Name: | Jennifer Johnson | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Date: November 7, 2023
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 11/7/23 | |||
| 11/1/23 | 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Int’l Flavors & Fragrances Inc. S-8 2/29/24 6:184K Donnelley … Solutions/FA 2/28/24 Int’l Flavors & Fragrances Inc. 10-K 12/31/23 153:26M |