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 11, 2007
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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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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 11, 2007, the Compensation Committee of the Company's Board of
Directors, with the assistance of independent compensation consultants, approved
an increase in the compensation of Mr. Nicolas Mirzayantz, Business Unit
President, Fragrances, and Mr. Hernan Vaisman, Business Unit President, Flavors,
effective as of January 1, 2008, as follows:
(i) The Compensation Committee determined to increase (a) the base salary of Mr.
Mirzayantz, who is a named executive officer in the Company's most recent proxy
statement, by 8% to $475,000 and (b) the base salary of Mr. Vaisman by 13% to
$450,000.
(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 Equity Choice Program (the "Program") under the
Company's 2000 Stock Award and Incentive Plan ("2000 SAIP") for a target 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 set the target Annual Incentive Plan ("AIP")
percentage for each of Mr. Mirzayantz and Mr. Vaisman for 2008 and thereafter to
80% 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 each of Mr. Mirzayantz and Mr. Vaisman with respect to
LTIP awards that each may be eligible to receive for the 2008-2010 cycle and
thereafter at 80% 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 13, 2007 By: /s/ DENNIS M. MEANY
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Name: Dennis M. Meany
Title: Senior Vice President,
General Counsel and Secretary