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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) January 29, 2008
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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
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 29, 2008, the Compensation Committee of the Company's Board of
Directors approved the Company's Long Term Incentive Plan ("LTIP") under the
Company's 2000 Stock Award and Incentive Plan. Under the LTIP, each executive
officer, including the Chief Executive Officer, will have an award target for
each three-year performance cycle and an award target for each year during each
such three-year performance cycle (with each period being considered a
"segment"), based on the achievement of specific quantitative corporate
performance goals. These goals are determined by the Compensation Committee
during the first ninety days of the first year of each performance cycle. For
the 2008-2010 cycle, the Compensation Committee determined that these goals will
relate to improvements in earnings per share and total shareholder return
("TSR") relative to the S&P 500. For this purpose, TSR means the amount,
expressed as a percentage, of market price appreciation or depreciation of a
share of common stock plus dividends on a share of common stock, assuming
dividend reinvestment at the dividend payment date, measured from January 1,
2008 through a specified year-end or cycle-end date. TSR will be calculated for
the Company and for the S&P 500 so that the ranking of the Company as a
percentile of the S&P 500 can be determined. The market price for purposes of
calculating the TSR of the Company and the S&P 500 on each year-end or cycle-end
date will be determined based on the average closing price per share of each
company's common stock over the period of 20 consecutive trading days preceding
that date, as reported by a reputable reporting service.
For the 2008-2010 three-year LTIP cycle each executive officer will have a
range of potential awards, both above and below target, which are specified at
the beginning of the cycle. Each executive's LTIP target will be a percentage of
his or her annual base salary at April 1 of the first year of the 3 year LTIP
cycle. As determined by the Compensation Committee, if any LTIP payouts are to
be made for the 2008-2010 cycle and thereafter, subject to periodic review, 50%
of the LTIP payout would be paid in cash and 50% would be paid in Company stock.
As approved by the Compensation Committee at its January 29, 2008 meeting, for
the 2008-2010 LTIP cycle, the number of shares of Company stock for the 50%
portion that would be paid in stock is determined at the beginning of the cycle,
based on $47.20 per share, the closing market price on January 2, 2008, the
first stock trading day of the cycle.
The Compensation Committee has determined that the 2008-2010 LTIP cycle
will consist of four segments, with each year during the cycle being a separate
segment and the entire three-year period being a fourth segment. Each segment
during the cycle will be weighted 25% of the executive's target. When the award
is first granted at the beginning of the LTIP cycle, 50% of the recipient's
target dollar value of the award will be converted to a number of "notional"
shares of the Company's common stock based on the closing market price on
January 2, 2008. Depending on the extent to which the Company achieves the
corporate performance goals for each segment, a portion of the executive's LTIP
award may be credited on behalf of the executive, but any "credited" portion
will not be paid until the completion of the full LTIP cycle. If a portion of
the executive's LTIP award is credited for any segment during the LTIP cycle,
that portion would consist of both the 50% cash and the 50% shares based on the
person's target cash amount and target number of shares for that segment and
based on the Company's achievement of the corporate performance goals for that
segment.
Upon the completion of the LTIP cycle and all of its segments, the
aggregate of all credited portions of an award may be payable to each executive,
subject to the discretion of the Compensation Committee. At that time, the
executive would be paid the credited cash and would be issued the aggregate
number of shares of the Company's Common Stock equal to the credited number of
"notional" shares. Each executive forfeits the right to receive any "credited"
cash or shares if he or she separates from the employment by the Company (other
than due to retirement) during the LTIP cycle.
If the Company does not meet threshold performance for all four segments in
the LTIP cycle, based on the corporate performance goals, no LTIP award will be
paid for that cycle. The Compensation Committee may not increase LTIP awards to
any executive officer beyond those actually earned based on the pre-established
goals.
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: February 1, 2008 By: /s/ Dennis M. Meany
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Name: Dennis M. Meany
Title: Senior Vice President, General Counsel
and Secretary