Form 8-K

 

 

UNITED STATES

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): December 16, 2014

 

 

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

New York   1-4858   13-1432060

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

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

 

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the resignation of Douglas D. Tough from the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) on December 1, 2014, the Board of the Company approved an amendment to Article II, Section 2 of the Company’s By-Laws to decrease the number of directors from thirteen (13) to twelve (12) effective December 16, 2014.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

  

Description

3(ii)   By-Laws of International Flavors & Fragrances Inc., effective as of December 16, 2014.

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/ Richard O’Leary

  Name:   Richard O’Leary
  Title:   Vice President and Controller

Date: December 16, 2014

EXHIBIT INDEX

 

Exhibit

No.

  

Description

3(ii)   By-Laws of International Flavors & Fragrances Inc., effective as of December 16, 2014.