TableWhat am I voting on?At the 2018 Annual Meeting you will be asked to vote on the following proposals. Our Board recommendation for each of Contents
these proposals is set forth below. | | |
Proposal | | Board
Recommendation |
1. To elect eleven members of the Board of Directors, each to hold office for aone-year term expiring at the 2019 Annual Meeting of Shareholders. | | FOR each Director
Nominee |
2. To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the 2018 fiscal year. | | FOR |
3. To approve, on an advisory basis, the compensation of our named executive officers in 2017, which we refer to as “Say on Pay.” | | FOR |
We also will consider other business that properly comes before the meeting in accordance with New York law and ourBy-Laws.
Who can vote?
Holders of our common stock at the close of business on March 7, 2018, are entitled to vote their shares at the 2018 Annual Meeting. As of March 7, 2018, there were 78,912,323 shares of common stock issued, outstanding and entitled to vote. Each share of common stock issued and outstanding is entitled to one vote.
What constitutes a quorum, and why is a quorum required?
We are required to have a quorum of shareholders present to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the record date (39,456,162 shares) will constitute a quorum, permitting us to conduct the business of the meeting. Abstentions and brokernon-votes are counted as present for purposes of determining a quorum. Shares of common stock for which we have received executed proxies will be counted for purposes of establishing a quorum at the meeting, regardless of how or whether such shares are voted on any specific proposal.
What is the difference between a “shareholder of record” and a “street name” holder?
If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered a “shareholder of record” or a “registered shareholder” of those shares. In this case, your Notice of Internet Availability of Proxy Materials (“Notice”) has been sent to you directly by us.
If your shares are held in a stock brokerage account or by a bank, trust or other nominee or custodian (each, a “Broker”), including shares you may own as a participant in one of our 401(k) plans, you are considered the “beneficial owner” of those shares, which are held in “street name.” A Notice has been forwarded to you by or on behalf of your Broker, who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your Broker how to vote your shares by following the instructions for voting set forth in the Notice.
IFF | 2018 PROXY STATEMENT 85
Information About The Meeting
INFORMATION ABOUT THE MEETING
How do I vote?
If you are a shareholder of record, you may vote:
via Internet;
X. OTHER MATTERSby telephone;
by mail, if you received a paper copy of the proxy materials; or
in person at the meeting.
Detailed instructions for Internet and telephone voting are set forth in the Notice, which contains instructions on how to access our proxy statement, annual report and shareholder notice online, and the printed proxy card.
If your shares are held in one of our 401(k) plans, your proxy will serve as a voting instruction for the trustee of the 401(k) plan, who will vote your shares as you instruct. To allow sufficient time for the trustee to vote, your voting instructions must be received by 11:59 pm Eastern Daylight Time on May 1, 2018. If the trustee does not receive your instructions by that date, the trustee will vote the shares you hold through the 401(k) plan in the same proportion as those shares in the 401(k) plan for which voting instructions were received.
If you are a beneficial owner, you must follow the voting procedures of your Broker.
What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?
| | |
Proposal | | Vote Required |
1. Election of Directors | | Majority of Votes Cast |
| |
2. Ratification of Independent Registered Public Accounting Firm | | Majority of Votes Cast |
| |
3. Say on Pay | | Majority of Votes Cast |
Under ourBy-Laws, in an uncontested election of directors, as we have this year, a majority of votes cast is required in order for a director to be elected, which means that a nominee must receive a greater number of votes “FOR” his or her election than votes “AGAINST” in order to be elected. Abstentions are not counted as votes “FOR” or “AGAINST” a director nominee.
The votes cast “FOR” must exceed the votes cast “AGAINST” the ratification of PwC as our independent registered public accounting firm for the 2018 fiscal year. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal.
Proposal 3 is an advisory vote. This means that while we ask shareholders to approve a resolution regarding Say on Pay, it is not an action that requires shareholder approval. If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal and will have no effect on the outcome of this proposal.
What if I am a beneficial owner and I do not give the nominee voting instructions?
If you are a beneficial owner and your shares are held in “street name,” the Broker is bound by the rules of the NYSE regarding whether or not it can exercise discretionary voting power for any particular proposal if the Broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. A brokernon-vote occurs when a Broker returns a proxy but does not vote on a particular proposal because the Broker does not have discretionary authority to vote on the proposal and has not received specific voting instructions
86IFF | 2018 PROXY STATEMENT
INFORMATION ABOUT THE MEETING
for the proposal from the beneficial owner of the shares. Brokernon-votes are considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast.
The table below sets forth, for each proposal on the ballot, whether a Broker can exercise discretion and vote your shares absent your instructions and, if not, the impact of such brokernon-vote on the approval of the proposal.
| | | | |
Proposal | | Can Brokers
Vote Absent
Instructions? | | Impact of
Broker
Non-Vote |
1. Election of Directors | | No | | None |
| | |
2. Ratification of Independent Registered Public Accounting Firm | | Yes | | Not Applicable |
| | |
3. Say on Pay | | No | | None |
What if I sign and return my proxy without making any selections?
If you sign and return your proxy without making any selections, your shares will be voted “FOR” each of the director nominees and “FOR” Proposals 2 and 3. If other matters properly come before the meeting, the proxy holders will have the authority to vote on those matters for you at their discretion. If your shares are held in “street name,” see the question above on how to vote your shares.
How do I change my vote?
A shareholder of record may revoke his or her proxy by giving written notice of revocation to our Corporate Secretary before the meeting, by delivering a later-dated proxy (either in writing, by telephone or over the Internet), or by voting in person at the 2018 Annual Meeting.
If your shares are held in “street name,” you may change your vote by following your Broker’s procedures for revoking or changing your proxy.
What shares are covered by my proxy card?
Your proxy reflects all shares owned by you at the close of business on March 7, 2018. For participants in our 401(k) plans, shares held in your account as of that date are included in your proxy.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, it means that you hold shares in more than one account. To ensure that all of your shares are voted, you should sign and return each proxy card. Alternatively, if you vote by telephone or via the Internet, you will need to vote once for each proxy card and voting instruction card you receive.
Who can attend the 2018 Annual Meeting?
Only shareholders and our invited guests are permitted to attend the 2018 Annual Meeting. To gain admittance, you must bring a form of personal identification to the meeting, where your name will be verified against our record date shareholder list. If a Broker holds your shares and you plan to attend the meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date or a letter from the Broker confirming such ownership, and a form of personal identification. If you wish to vote your shares that are held by a Broker at the meeting, you must obtain a proxy from your Broker and bring such proxy to the meeting.
IFF | 2018 PROXY STATEMENT 87
INFORMATION ABOUT THE MEETING
If I plan to attend the 2018 Annual Meeting, should I still vote by proxy?
Yes. Casting your vote in advance does not affect your right to attend the 2018 Annual Meeting. If you send in your proxy card and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the 2018 Annual Meeting for shareholders of record.
How can I listen to the live audio webcast of the 2018 Annual Meeting?
You may listen to a live audio webcast of the 2018 Annual Meeting at www.iff.com. The webcast will allow you to listen to the Annual Meeting, but shareholders accessing the 2018 Annual Meeting through the webcast will not be considered present at the 2018 Annual Meeting and will not be able to vote their shares through the webcast or ask questions. If you plan to listen to the live audio webcast, then please submit your vote prior to the 2018 Annual Meeting using one of the methods described under “How do I vote?” above. An archived copy of the webcast will be available at www.iff.com following the 2018 Annual Meeting. Registration to listen to the webcast will be required. We have included our website address for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement.
88IFF | 2018 PROXY STATEMENT
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports with the SEC relating to their common stock ownership and changes in such ownership, and to furnish us with copies of all Section 16(a) forms they file. Based on a review of our records and certain written representations received from our executive officers and directors, we believe that during the year ended December 31, 2015,2017, all Section 16(a) filing requirements applicable to directors, executive officers and greater than 10% shareholders were complied with on a timely basis, except (i) a Form 4 reporting a grant of RSUs to Richard O'Leary was not timely filed due to an administrative error, and (ii) one Form 4 for each of Angelica Cantlon, Anne Chwat, Andreas Fibig, Nicolas Mirzayantz, and Richard O’Leary reporting the grant of stock equivalent units under the Company’s deferred compensation plan was not timely filed due to an administrative error.
Proxy Solicitation Costs
We will pay the entire cost of soliciting proxies. In addition to solicitation by mail, proxies may be solicited on our behalf by directors, officers or employees in person, by telephone, by facsimile or by electronic mail. We have retained Georgeson Inc. to assist in proxy solicitation for a fee of $8,500 plus expenses.We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending proxy materials to the beneficial owners of our common stock.
Shareholder Proposals
In order for a shareholder proposal or proposed director nomination to be considered for inclusion in our proxy materials for next year’s annual meeting of shareholders, the Secretary of our Company must receive the written proposal no later than November 17, 2016.19, 2018. Under Article I, Section 3 of ourBy-Laws, in order for a shareholder to submit a proposal or to nominate any director at next year’s annual meeting of shareholders, the shareholder must give written notice to the Secretary of our Company not less than 90 days nor more than 120 days prior to the anniversary date of this year’s annual meeting of shareholders provided next year’s annual meeting is called for on a date that is within 30 days before or after such anniversary date. Assuming that next year’s annual meeting is held on schedule, we must receive written notice of an intention to introduce a nomination or other item of business at that meeting between January 2, 20172019 and February 1, 2017.2019. The notice must also meet all other requirements contained in ourBy-Laws, including the requirement to contain specified information about the proposed business or the director nominee and the shareholder making the proposal.
As of the date of this proxy statement, we do not know of any matters to be presented at the 20162018 Annual Meeting other than those described in this proxy statement. If any other matters should properly come before the meeting, proxies in the enclosed form will be voted on those matters in accordance with the judgment of the person or persons voting the proxies, unless otherwise specified.
Shareholder Communications
Shareholders and other parties interested in communicating directly with the Lead Director, thenon-management directors as a group or all directors as a group may do so by writing to the Lead Director or thenon-management directors or the Board, of Directors, in each case, c/o General Counsel and Secretary, International Flavors & Fragrances Inc., 521 West 57th Street, New York, New York 10019. All communications should include the name, address, telephone number and email address (if any) of the person submitting the communication and indicate whether the person is a shareholder of our Company.
The Board has approved a process for handling correspondence received by our Company on behalf of the Lead Director, thenon-management directors as a group or all directors as a group. Under that process, the General Counsel reviews all such correspondence and maintains a log of, and forwards to the appropriate Board member, correspondence that is relevant to (i) the functions of the Board or
IFF | 2018 PROXY STATEMENT 89
Other Matters
OTHER MATTERS
committees thereof or (ii) other significant matters involving our Company. The General Counsel may screen frivolous or unlawful communications and commercial advertisements. Directors may review the log maintained by the General Counsel at any time.
Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal auditor and handled in accordance with procedures established by the Audit Committee with respect to such matters.
Electronic Delivery
This year we again have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our 20162018 Annual Meeting by reducing printing and mailing of full sets of materials. We mailed the Notice containing instructions on how to access our proxy statement and annual report online on or about March 17, 2016.19, 2018. If you would like to receive a paper copy of the proxy materials, the Notice contains instructions on how to receive a paper copy.
Householding
We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact Broadridge Financial Solutions, by calling1-800-542-1061, or by forwarding a written request addressed to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717.
If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact Broadridge Financial Solutions as indicated above. Beneficial shareholders can request information about householding from their nominee.
Available Information
We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the 20152017 Annual Report as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, through the Investor -— Financials & Filings -— SEC Filings link on our website at, www.iff.com.www.iff.com. A request for a copy of such report should be directed to International Flavors & Fragrances Inc., 521 West 57th Street, New York, NY 10019, Attention: Investor Relations. A copy of any exhibit to the Form10-K for the year ended December 31, 20152017 will be forwarded following receipt of a written request to Investor Relations.
90IFF | 2018 PROXY STATEMENT
Exhibit A
International Flavors and Fragrances Inc.
GAAP to Non-GAAP Reconciliations
(Amounts in thousands except per share amounts)
|
| | | | | | |
| REVENUE GROWTH |
| | | | | | | |
| | 2013 | | 2014 | | 2015 | |
| Total Company | | | | | | |
| Reported Sales Growth | 5% | | 5% | | -2% | |
| Currency Impact | 0% | | 0% | | 7% | |
| Currency Neutral Sales Growth | 5% | | 5% | | 5% | |
| | | | | | | |
| ADJUSTED OPERATING PROFIT |
| | | | | | | |
| (IN THOUSANDS U.S. $) | 2013 | | 2014 | | 2015 | |
| Total Company | | | | | | |
| As Reported Operating Profit | 516,339 | | 592,321 | | 588,347 | |
| Restructuring and Other Charges | 7,401 | | 6,398 | | 7,594 | |
| Operational Improvement Initiative Costs | 3,672 | | 2,541 | | 1,115 | |
| Spanish Tax Charges | 13,011 | | — | | — | |
| Accelerated Contingent Consideration | — | | — | | 7,192 | |
| Acquisition Related Costs | — | | — | | 18,342 | |
| Spanish Capital Tax Charge Reversal | — | | — | | (10,530) | |
| Adjusted Operating Profit | 540,423 | | 601,260 | | 612,060 | |
|
| | | | | | |
| ADJUSTED EARNINGS PER SHARE (EPS) |
| | | | | | | |
| (IN U.S. $) | 2013 | | 2014 | | 2015 | |
| Total Company | | | | | | |
| As Reported EPS | 4.29 | | 5.06 | | 5.16 | |
| Restructuring and Other Charges Tax Benefit | 0.06 | | 0.05 | | 0.07 | |
| Operational Improvement Initiative Costs | 0.03 | | 0.02 | | 0.01 | |
| Spanish Tax Charges | 0.19 | | (0.05) | | — | |
| Accelerated Contingent Consideration | — | | — | | 0.09 | |
| Acquisition Related Costs | — | | — | | 0.15 | |
| Tax Settlement | — | | — | | (0.13) | |
| Gain on Asset Sale | (0.10) | | — | | — | |
| Spanish Capital Tax Charge Reversal | — | | — | | (0.09) | |
| Adjusted EPS | 4.461 | | 5.08 | | 5.251 | |
| | | | | | | |
1 The sum of the 2013 and 2015 adjusted EPS does not foot due to rounding. |
The Company uses This proxy statement includes the followingnon-GAAP financial
measures such asoperating measures: (i) currency neutral sales (which eliminates the effects that result from translating its international sales in
U.S. dollars) Adjusted Operating Profit and Adjusted EPSUS Dollars), (ii) currency neutral adjusted operating profit (which excludes
the impact of ouroperational improvement initiatives; acquisition related costs; integration related costs; legal charges/credits, net; tax assessment; restructuring and other charges,
net; gain on sale of assets; FDA mandated product recall; and UK pension settlement charges), and (iii) currency neutral adjusted earnings per share (which excludes operational improvement
initiative costs, and charges, accelerated contingent consideration, Spanish tax charge/reversal, tax settlements, andinitiatives; acquisition related
costs)costs; integration related costs; legal charges/credits, net; tax assessment; restructuring and other charges, net; gain on sale of assets; CTA realization, FDA mandated product recall; UK pension settlement charges; and U.S. tax reform charges). In addition, this proxy statement includesnon-GAAP adjusted net income payout as
the Company believes thata percentage of adjusted net income (which excludes operational improvement initiatives; acquisition related costs; integration related costs; legal charges/credits, net; tax assessment; restructuring and other charges, net; gain on sale of assets; CTA realization, FDA mandated product recall; UK pension settlement charges; and U.S. tax reform charges).We have included each of thesenon-GAAP financial measures in order to provide investors with an overall perspective of the period-to-period performance ofadditional information regarding our core business.Company’s underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. A material limitation of thesenon-GAAP measures is that such measures do not reflect actual GAAP amounts. We compensate for such limitations by using these measures as one of several metrics, including GAAP measures. Thesenon-GAAP measures may not be comparable to similarly titled measures used by other companies.
| | | | | | | | | | | | |
Foreign Currency Reconciliation | |
| | | Sales | | | Operating
Profit | | | EPS | |
% Change — As Reported (GAAP) | | | 9 | % | | | 2 | % | | | -26 | % |
Items Impacting Comparability | | | 0 | % | | | 2 | % | | | 32 | % |
% Change — Adjusted(non-GAAP) | | | 9 | % | | | 4 | % | | | 7 | % |
Currency Impact | | | 0 | % | | | 1 | % | | | 2 | % |
% Change — Currency Neutral | | | 9 | % | | | 5 | % | | | 9 | % |
| | | | | | | | |
Operating Profit Reconciliation | |
(IN THOUSANDS U.S. $) | | 2017 | | | 2016 | |
As Reported Operating Profit (GAAP) | | | $581,443 | | | | $567,356 | |
Operational Improvement Initiatives (a) | | | 1,802 | | | | 2,402 | |
Acquisition Related Costs (b) | | | 20,389 | | | | 12,195 | |
Integration Related Costs (c) | | | 4,179 | | | | — | |
Legal Charges/Credits, net (d) | | | 1,000 | | | | 48,518 | |
Tax Assessment (e) | | | 5,331 | | | | — | |
Restructuring and Other Charges, net (f) | | | 19,711 | | | | 322 | |
Gain on Sale of Assets (g) | | | (184) | | | | (7,818) | |
FDA Mandated Product Recall (i) | | | 11,000 | | | | — | |
UK Pension Settlement Charges (j) | | | 2,769 | | | | — | |
| | | | | | | | |
Adjusted Operating Profit (non-GAAP) | | | $647,440 | | | | $622,975 | |
| | | | | | | | |
IFF | 2018 PROXY STATEMENT 91
ExhibitA-GAAP toNon-GAAP Reconciliations
EXHIBIT A- GAAP TONON-GAAP RECONCILIATIONS
| | | | | | | | |
EPS Reconciliation | |
| | | 2017 | | | 2016 | |
As Reported EPS (GAAP) | | | $3.72 | | | | $5.05 | |
Operational Improvement Initiatives (a) | | | 0.02 | | | | 0.02 | |
Acquisition Related Costs (b) | | | 0.17 | | | | 0.10 | |
Integration Related Costs (c) | | | 0.03 | | | | — | |
Legal Charges/Credits, net (d) | | | 0.01 | | | | 0.39 | |
Tax Assessment (e) | | | 0.04 | | | | — | |
Restructuring and Other Charges, net (f) | | | 0.17 | | | | — | |
Gain on Sale of Assets (g) | | | — | | | | (0.06) | |
CTA Realization (h) | | | (0.15) | | | | — | |
FDA Mandated Product Recall (i) | | | 0.09 | | | | — | |
UK Pension Settlement Charges (j) | | | 0.03 | | | | — | |
U.S. Tax Reform (k) | | | 1.76 | | | | — | |
| | | | | | | | |
Adjusted EPS(non-GAAP) | | | $5.89 | | | | $5.51 | (l) |
| | | | | | | | |
| (a) | For 2017 and 2016, represents accelerated depreciation and idle labor costs in Hangzhou, China. For 2016, also includes the partial reversal of severance accruals related to prior year operational initiatives in Europe. There was approximately $0.4 million of idle labor costs in Hangzhou, China recorded during the 2016 that were not excluded from AdjustedNon-GAAP metrics. |
| (b) | For 2017, represents the amortization of inventory“step-up” included in Cost of goods sold and transaction costs related to the acquisitions of Fragrance Resources and PowderPure within Selling and administrative expenses. For 2016, represents the amortization of inventory“step-up” included in Cost of goods sold and transaction costs related to the acquisitions of David Michael within Selling and administrative expenses. |
| (c) | Represents costs related to the integration of the David Michael and Fragrance Resources acquisitions. |
| (d) | Represents additional charge related to litigation settlement. |
| (e) | Represents the reserve for payment of a tax assessment related to commercial rent for prior periods. |
| (f) | Represents severance costs related to the 2017 Productivity Program which were partially offset by the reversal of 2015 severance charges that were no longer needed. For 2016, represents accelerated depreciation related to restructuring initiatives and severance costs related to the termination of a former executive officer and the partial reversal of restructuring accruals recorded in the prior year. |
| (g) | Represents gains on sale of assets. For 2016, assets sold were principally in Brazil. During the first quarter of 2016, we previously recognized approximately $3 million of gains related to the sale of fixed assets. We have not retrospectively adjusted these amounts out of our AdjustedNon-GAAP metrics. |
| (h) | Represents the release of CTA related to the liquidation of a foreign entity. |
| (i) | Represents an estimate of the Company’s incremental direct costs and customer reimbursement obligations, in excess of the Company’s sales value of the recalled products, arising from an FDA mandated recall. |
| (j) | Represents pension settlement charges incurred in one of the Company’s UK pension plans. |
| (k) | Represents charges incurred related to enactment of certain U.S. tax legislation changes in December 2017. The amount includes approximately $38.6 million related to net adjustments on deferred tax assets and $100.6 million related taxes on deemed repatriation of earnings. |
| (l) | The sum of these items does not foot due to rounding. |
92IFF | 2018 PROXY STATEMENT
EXHIBIT A- GAAP TONON-GAAP RECONCILIATIONS
| | | | | | | | | | |
Reconciliation of Adjusted Net Income / Adjusted Total Payout Ratio as Percentage of Adjusted Net Income |
| | | | | |
(IN MILLIONS U.S. $) | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 |
As Reported Net Income | | 354 | | 415 | | 419 | | 405 | | 296 |
Restructuring and Other Charges | | 5 | | 4 | | 5 | | 0 | | 14 |
Operational Improvement Initiative Costs | | 3 | | 2 | | 1 | | 2 | | 1 |
Patent Litigation Settlement | | - | | - | | - | | - | | - |
Gain on Asset Sale | | (9) | | (0) | | - | | (5) | | 0 |
Accelerated Contingent Consideration | | - | | - | | 7 | | | | 0 |
Acquisition Related Costs | | - | | - | | 12 | | 8 | | 14 |
Tax Settlements | | - | | - | | (10) | | - | | - |
Spanish Tax Settlement | | - | | - | | - | | - | | - |
Spanish Capital Tax Charge Reversal | | - | | - | | (8) | | - | | - |
Spanish Tax Charges | | 15 | | (4) | | - | | - | | - |
Integration Related Costs | | | | | | | | | | 3 |
Tax Assessment | | - | | - | | - | | - | | 3 |
FDA Mandated Product Recall | | - | | - | | - | | - | | 7 |
UK Pension Settlement Charges | | - | | - | | - | | - | | 2 |
CTA Realization | | | | | | | | | | |
U.S. Tax Reform | | - | | - | | - | | - | | 139 |
Legal Charges/Credits | | - | | - | | - | | 31 | | 1 |
| | | | | | | | | | |
Adjusted Net Income | | 368 | | 416 * | | 426 | | 441 | | 468 |
| | | | | | | | | | |
*Item does not foot due to rounding.
| | | | | | | | | | |
Adjusted Total Payout Ratio as Percentage of Adjusted Net Income |
| | | | | |
(IN MILLIONS U.S. $) | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 |
Dividend Payment | | 87 | | 133 | | 159 | | 185 | | 206 |
Adjustment Due to Timing of Payment | | 28 | | - | | - | | - | | - |
Adjusted Dividend Payment | | 115 | | 133 | | 159 | | 185 | | 206 |
Share Repurchases | | 51 | | 88 | | 122 | | 127 | | 58 |
Adjusted Total Payout as Percentage of Net Income | | 166 | | 221 | | 281 | | 312 | | 264 |
Adjusted Net Income Payout | | 45% | | 53% | | 66% | | 71% | | 56% |
IFF | 2018 PROXY STATEMENT 93
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INTERNATIONAL FLAVORS & FRAGRANCES INC. | | VOTE BY INTERNET - www.proxyvote.comUse the internet to transmit your voting instructions up until the date and time indicated on the reverse side. Have your proxy card in hand when you access the web site and follow the instructions. |
| ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by International Flavors & Fragrances Inc. inIn mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive shareholder communications electronically in future years. |
| VOTE BY PHONE -1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until the date and time indicated on the reverse side. Have your proxy card in hand when you call and then follow the instructions. |
| VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, by the date and time indicated on the reverse side. |
| VOTE IN PERSON You may vote the shares in person by attending the Annual Meeting. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | E03614-P76126 KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E37701-P03441 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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| | INTERNATIONAL FLAVORS & FRAGRANCES INC. | | | | | | |
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| | | | The Board of Directors recommends you vote FOR all listed nominees, and FOR Proposals 1, 2 and 3. | | | | | | | | | | | | | | | | |
| | | | 1. | | Elect eleven members of the Board of Directors for aone-year term expiring at the 2019 Annual Meeting of Shareholders. | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Nominees: | | | | For | | Against | | Abstain | | | | | | | | | | For | | Against | | Abstain | | | | |
| | | | | | 1a. 1b. 1c. 1d. 1e. 1f. 1g. 1h. 1i. 1j. 1k. | | Marcello V. Bottoli Dr. Linda Buck Michael L. Ducker David R. Epstein Roger W. Ferguson, Jr. John F. Ferraro Andreas Fibig Christina Gold Katherine M. Hudson Dale F. Morrison Stephen Williamson | | | | ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ | | ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ | | ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ | | | | 2. | | Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2018 fiscal year. | | ☐ | | ☐ | | ☐ | | | | |
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| | | 1. Election of Directors
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| | | | | | | | | | | | | | | 3. | | Approve, on an advisory basis, the compensation of our named executive officers in 2017. | | ☐ | | ☐ | | ☐ | | | | |
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| | | Nominees: | For | Against | Abstain | | | For | Against | Abstain
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| | | 1a. | Marcello V. Bottoli | o | o | o | 2. | To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016. | o | o | o | |
| | | 1b. | Dr. Linda Buck | o | o | o | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 1c. | Michael L. Ducker | o | o | o | 3. | Advisory vote to approve the compensation paid to the Company’s named executive officers in 2015. | o | o | o | |
| | | 1d. | David R. Epstein | o | o | o | | | | | |
| | | 1e. | Roger W. Ferguson, Jr. | o | o | o | | | | | | |
| | | 1f. | John F. Ferraro | o | o | o | | | | | | |
| | | 1g. | Andreas Fibig | o | o | o | | | | | | |
| | | 1h. | Christina Gold | o | o | o | NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. | | | | |
| | | | | | | | 1i. | Henry W. Howell, Jr. | o | o | o | |
| | | 1j. | Katherine M. Hudson | o | o | o | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | 1k. | Dale F. Morrison | o | o | o | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | For address changes and/or comments, please check this box and write them on the back where indicated. | | | | | | ☐ | | | | |
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| | | | | | | | Please indicate if you plan to attend this meeting. | o | o | | |
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| | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If signer is a corporation or partnership, please sign in full corporate or partnership name by duly authorized officer. | |
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| Signature [PLEASE SIGN WITHIN BOX] | Date | | | Signature (Joint Owners) | | Date | | |
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ADMISSION TICKET
INTERNATIONAL FLAVORS & FRAGRANCES INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 2016 AT 3:00 P.M. LOCAL TIME/9:00 A.M. EASTERN DAYLIGHT TIME
INTERNATIONAL FLAVORS & FRAGRANCES INC.
61 RUE DE VILLIERS
NEUILLY-SUR-SEINE, FRANCE
ADMITS ONE SHAREHOLDER
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Form 10-K are available at www.proxyvote.com.
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| | | | | E03615-P76126 | | | | | | |
Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | |
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| | | INTERNATIONAL FLAVORS & FRAGRANCES INC.
THIS PROXY CARD/VOTING INSTRUCTION FORM IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 2016
The undersigned hereby appoint(s) each of Mr. Andreas Fibig, Ms. Alison A. Cornell and Ms. Anne Chwat as the attorney and proxy of the undersigned, with full power of substitution, to vote the number of shares of stock the undersigned is entitled to vote at the Annual Meeting of Shareholders of International Flavors & Fragrances Inc. to be held at 61 rue de Villiers, Neuilly-sur-Seine, France on Monday, May 2, 2016 at 3:00 P.M. Local Time/9:00 A.M. Eastern Daylight Time, and any adjournment(s) or postponement(s) thereof (the “Meeting”).
IF YOU ARE A SHAREHOLDER OF RECORD, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED ON THE REVERSE SIDE. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR ITEMS 2 AND 3 AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. VOTING INSTRUCTIONS MUST BE RECEIVED BY 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 1, 2016.
If you are a participant in the International Flavors & Fragrances Inc. Retirement Investment Fund Plans (the “401(k) Plans”), this proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, the trustee of the 401(k) Plans. This proxy, when properly executed, will be voted as directed by the undersigned on the reverse side. Shares in the 401(k) Plans for which voting instructions are not received by 11:59 P.M. Eastern Daylight Time on April 28, 2016, or if no choice is specified, will be voted by the trustee in the same proportion as the shares for which voting instructions are received from other participants in the applicable 401(k) Plan.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD/VOTING INSTRUCTION FORM PROMPTLY USING THE
ENCLOSED REPLY ENVELOPE.
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| | | Address Changes/Comments:ADMISSION TICKET INTERNATIONAL FLAVORS & FRAGRANCES INC. ANNUAL MEETING OF SHAREHOLDERS MAY 2, 2018 AT 10:00 A.M. EASTERN DAYLIGHT TIME INTERNATIONAL FLAVORS & FRAGRANCES INC. 533 WEST 57th STREET, 9th FLOOR NEW YORK, NY 10019 ADMITS ONE SHAREHOLDER | | | | | |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com.
E37702-P03441
INTERNATIONAL FLAVORS & FRAGRANCES INC.
THIS PROXY CARD/VOTING INSTRUCTION FORM IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 2018
The undersigned hereby appoint(s) each of Mr. Andreas Fibig and Ms. Anne Chwat as the attorney and proxy of the undersigned, with full power of substitution, to vote the number of shares of stock the undersigned is entitled to vote at the Annual Meeting of Shareholders of International Flavors & Fragrances Inc. to be held at the headquarters of the Company on Wednesday, May 2, 2018 at 10:00 A.M. Eastern Daylight Time, and any adjournment(s) or postponement(s) thereof (the “Meeting”).
IF YOU ARE A SHAREHOLDER OF RECORD, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED ON THE REVERSE SIDE. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES FOR DIRECTOR, “FOR” PROPOSALS 2 AND 3 AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. VOTING INSTRUCTIONS MUST BE RECEIVED BY 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY 1, 2018.
If you are a participant in the International Flavors & Fragrances Inc. Retirement Investment Fund Plans (the “401(k) Plans”), this proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, the trustee of the 401(k) Plans. This proxy, when properly executed, will be voted as directed by the undersigned on the reverse side. Shares in the 401(k) Plans for which voting instructions are not received by 11:59 P.M. Eastern Daylight Time on April 27, 2018, or if no choice is specified, will be voted by the trustee in the same proportion as the shares for which voting instructions are received from other participants in the applicable 401(k) Plan.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD/VOTING INSTRUCTION FORM PROMPTLY USING THE
ENCLOSED REPLY ENVELOPE.
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| | | Address Changes/Comments: | | | | |
| | (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) | |
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| CONTINUED AND TO BE SIGNED ON REVERSE SIDE | |
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Elect eleven members of the Board of Directors for aone-year term expiring at the 
Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 
Approve, on an advisory basis, the compensation of our named executive officers in 
Transact such other business as may properly come before the 
