Q: How can I listen to the live audio webcast of the 2016 Annual Meeting?
A: You may listen to a live audio webcast of the 2016 Annual Meeting at www.iff.com. The webcast will allow you to listen to the Annual Meeting, but shareholders accessing the 2016 Annual Meeting through the webcast will not be considered present at the 2016 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 2016 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 2016 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.

director independence;

director qualifications and responsibilities;

board structure and meetings;

management succession; and

the ~~performance evaluation of our Board and~~ Chief Executive Officer (“CEO”).

evaluation process.

presiding at all meetings of the Board at which the Chairman and CEO is not present, including executive sessions of the independent directors, and providing prompt feedback regarding those meetings to the Chairman and CEO;

approving, and providing suggestions for, Board meeting agendas, with the involvement of the Chairman and CEO and input from other directors;

serving as the liaison between the Chairman and CEO and the independent directors;

monitoring significant issues occurring between Board meetings and assuring Board involvement when appropriate; and

ensuring, in consultation with the Chairman and CEO, the adequate and timely exchange of information between our management and the Board.

the financial reporting process and the integrity of our financial statements, capital structure and related financial information;

our internal control environment, systems and performance;

the audit process followed by our independent accountant and our internal auditors;

the appointment, ~~qualifications, independence~~compensation, retention and ~~performance~~oversight of our independent accountant and our internal auditors;

our independent accountant's qualifications, performance and independence, and whether it should be rotated, considering the ~~process by which we assess~~advisability and ~~manage risk;~~potential impact of selecting a different independent public accountant; and

the procedures for monitoring compliance with laws and regulations and with our Code of Business Conduct and Ethics.

meets the independence requirements of the NYSE’s corporate governance listing standards;

meets the enhanced independence standards for audit committee members required by the ~~Securities~~SEC;

is financially literate, knowledgeable and ~~Exchange Commission (“SEC”);~~

qualified to review financial statements; and

qualifies as an “audit committee financial expert” under SEC ~~rules; and~~

rules.

~~is financially literate, knowledgeable and qualified to review financial statements.~~

determining, subject to approval by the independent directors of the Board, the CEO’s compensation;

reviewing and making determinations regarding compensation of executive officers (other than the CEO) and other members of senior management;

reviewing, adopting and recommending to the Board, or shareholders as required, general compensation and benefits policies, plans and programs, and ~~to oversee~~overseeing the administration of such policies, plans and programs;

reviewing and discussing with management each year the Compensation Discussion and Analysis included in our annual proxy statement or annual report on Form 10-K;

recommending to the Board any changes to the compensation and benefits of non-employee directors; and

conducting a risk assessment of our overall compensation policies and practices.

meets the independence requirements of the NYSE’s corporate governance listing standards;

is an “outside director” pursuant to the criteria established by the Internal Revenue Service; and

is a “non-employee” director within the meaning of Rule 16b-3 of the Securities Exchange ~~Act.~~

Act of 1934, as amended (the “Exchange Act”).

developing and reviewing criteria for the selection of directors, and making recommendations to the Board with respect thereto;

reviewing the suitability of directors for continued service, including in case of a resignation tendered by a director, and making recommendations to the Board with respect to their re-nomination or action to be taken with respect to the resignation;

identifying qualified individuals to serve on the Board, ~~and~~ reviewing the qualifications of director ~~candidates;~~

candidates and recommending to the Board the nominees to be proposed by the Board for election as directors at the annual meeting of shareholders;

reviewing director candidates recommended by shareholders for election;

establishing and reviewing policies pertaining to roles, responsibilities, tenure and removal of directors;

~~reviewing~~overseeing CEO and senior management succession ~~plans~~plans;

developing and ~~monitoring corporate governance issues;~~

~~overseeing~~reviewing the Board and Board committee evaluation process ~~as well as~~and overseeing the annual CEO evaluation process;

reviewing and recommending changes to our Corporate Governance ~~Guidelines;~~Guidelines and

monitoring corporate governance issues; and

reviewing and, if appropriate, approving transactions with related parties.

of ~~International Flavors & Fragrances Inc., in writing,~~

~~not less than 90 days nor more than 120 days prior to the anniversary date~~at least 3% of the ~~prior year’s annual meeting of~~Company’s outstanding shares, which can comprise up to 20 shareholders, ~~except if~~

holding the ~~annual meeting is not within 30 days~~shares continuously for at least 3 years,

can nominate individuals constituting up to 20% of the ~~anniversary date of the prior year’s~~Board for election at an annual meeting, then any recommendation to the Nominating and Governance Committee must be received no later than 10 days following the mailing of notice of the annual meeting or public disclosure of the annual meeting date, whichever occurs first. The request must be accompanied by the information concerning the director candidate and nominating shareholder described in Article I, Section 3(d)(2) of our By-laws. The Nominating and Governance Committee may also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate.

shareholders meeting.

judgment, character, expertise, skills and knowledge useful to the oversight of our business;

diversity of viewpoints, backgrounds, experiences and other demographics;

business or other relevant experience; and

the extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to our needs and to the requirements and standards of the NYSE and the SEC.

the related person’s relationship to the Company and interest in the transaction;

the material facts of the transaction;

the benefits to the Company;

the availability of alternate sources of comparable products or services and the terms of such alternative; and

an assessment as to whether the transaction is on terms comparable to the terms available to an unrelated third party or to employees generally.

~~(4)~~
(5)	As of December 31, ~~2013, our~~2015, the following directors held the following number of unvested RSUs and shares of deferred common ~~stock:~~stock.

The Compensation Committee reviews our non-employee director compensation on an annual basis. In late 2013, the Compensation Committee, with the assistance of Haigh & Company, its independent compensation consultant, conducted a review of our non-employee director compensation and, as a result of this review, recommended to the Board, and the Board approved, the following changes to the non-employee director compensation structure, effective for 2014:


(4)	Includes (i) 32,807 stock equivalent units held in the IFF Stock Fund under our DCP, (ii) 3,138 shares issuable pursuant to RSUs that vest within 60 days after March 7, 2014, (iii) 4,370 shares issuable pursuant to SSARs that are exercisable within 60 days after March 7, 2014, and (iv) 4,250 shares earned under the completed 2011-2013 LTIP cycle that have not yet been issued.

~~(16)~~

~~Includes (i) 1,998~~14,743 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) ~~1,849~~2,247 shares issuable pursuant to RSUs that vest within 60 days after March ~~7, 2014~~8, 2016 that will be automatically deferred to our DCP.

~~(3)~~

This amount is based solely on Amendment No. 1 to Schedule 13G filed with the SEC on February 13, 2014 by Massachusetts Financial Services Company (“MFS”) to report that MFS and/or certain other non-reporting entities were the beneficial owner of an aggregate of 6,286,489 shares of our common stock as of December 31, 2013. MFS has the sole power to vote or direct the vote with respect to 5,292,708 of these shares and sole power to dispose of or direct the disposition of 6,286,489 of these shares


(3)	Tax Compliance services consisted of fees related to the preparation of tax returns, assistance with tax audits and appeals, indirect taxes, expatriate tax compliance services and transfer pricing services. Other Tax Services consisted of tax planning and tax advisory services.

the quality and effectiveness of PwC’s historical and recent performance on the Company’s audit;

the length of PwC’s tenure as the Company’s independent registered public accounting firm, and its familiarity with our business, accounting policies and practices, and internal control over financial reporting;

PwC’s capability, understanding and expertise in handling the breadth and complexity of our global operations;

the appropriateness of PwC’s ~~fees;~~fees and

payment terms; and

PwC’s independence.

~~In early 2014, we expanded the scope of our~~Our clawback policies ~~by amending the triggers~~ for recovery of cash and equity compensation from executives apply to ~~include~~accounting restatements, financial restatements and misstatements ~~without~~(without regard to ~~fault, and~~fault), an employee’s willful misconduct or violation of a Company policy that is materially detrimental to the Company, ~~in addition to the prior triggers of accounting restatements,~~ and an employee’s violation of non-competition, non-solicitation, confidentiality and similar covenants;

We require our executives, including our NEOs, to meet share retention guidelines to align our executives’ interests with those of our shareholders, as described above under “Share Retention Policy”;

We do not permit short-sales or hedging of our stock ~~retention guidelines;~~

by our employees, officers or directors;

Our Executive ~~Separation~~Severance Policy (“ESP”) provides that all equity awards ~~granted after 2010~~ are subject to a “double trigger” and only accelerate in connection with a change in control if an ESP participant is terminated without cause or terminates for “good reason” within two years following a change in control; and

~~Our CEO and all executives employed after 2010~~None of our NEOs are ~~not~~ entitled to a tax gross-up for ~~payments made in connection with a change in control.~~

severance payments.

~~We pay for performance~~. Our NEO’s target compensation for 2013 reflects our commitment that a significant portion of our executive compensation should be variable and tied directly to achievement of our short-term and long-term financial and operational objectives.

During 2013, as in prior years, our NEOs’ direct compensation primarily consisted of (1) base salary, (2) AIP awards, (3) LTIP awards and (4) Equity Choice Program (“ECP”) awards. During 2013, 77% of the average target direct compensation payable to our CEO and our other four NEOs was variable, and the ultimate value of such variable compensation was tied directly to stock price performance or performance versus pre-defined annual and long-term performance metrics. 73% of this variable, performance-based compensation was tied to long-term performance metrics.

~~We align the interests of our executives with those of our shareholders.~~ We have designed our executive compensation program to provide a significant portion of our executives’ total direct compensation in the form of equity and to encourage their direct investment in the Company as well as long-term ownership. For 2013, approximately 56% of the variable target compensation payable to our CEO and our other four NEOs was payable in equity. For 2013, the proportion of long-term incentive compensation opportunity provided in the form of equity versus cash for the CEO and the average of our other four NEOs, as a group, was as follows:

~~We require our executives to meet certain share ownership guidelines~~. Our executives, including our NEOs, are required to meet certain share ownership guidelines to align our executives’ interests with those of our shareholders under our Share Retention Policy. Our NEOs are not permitted to pledge shares that are counted towards their retention requirements as collateral for individual loans. Additional information about our Share Retention Policy is set forth above under “Corporate Governance – Share Retention Policy.”

individual experience and performance;

scope of responsibilities;

relative responsibilities compared with other senior Company executives;

contribution relative to overall Company performance;

compensation relative to his or her peers within the organization;

and

long-term ~~potential; and~~

potential.

The Committee uses the market reference range in order to establish a starting point for the compensation levels that the Committee believes would provide our NEOs with competitive compensation. However, the actual target total direct compensation approved by the Committee may be above or below the market reference range based on the Committee’s review of market compensation levels, its desire to create internal pay equity among our executives and the individual factors set forth above.

Local currency sales growth reflects both increases in market share and sales expansion, which drives increases in gross profit. By measuring achievement exclusive of currency fluctuations, this goal helps to ensure that we are rewarding real incremental growth.

An increase in operating profit (in dollar terms) encourages the management of gross profit dollars against operating expenses. Achieving this goal helps provide the Company with the funding to reinvest in the business to drive future growth.

Improvement in gross margin percentage is an important measure for analyzing our ability to effectively recover increases in the cost of raw materials, cost discipline and operating efficiencies.

~~Improvements~~Reductions in working capital drive better operating cash flow generation. For this purpose, we define working capital as inventories and trade accounts receivable less trade accounts payable.

(1) Reflects Ms. Cornell’s AIP target on an annualized basis. The actual 2015 AIP payout was calculated on a pro rata basis to reflect her appointment as CFO effective as of July 8, 2015.
(2) Mr. O’Leary’s actual 2015 AIP payment was calculated based on his actual salary received in 2015.

Company car or car ~~allowance: the CEO and the other NEOs are eligible to obtain a Company-provided automobile once every three years;~~

allowance;

Annual physical exam;

Financial planning and tax preparation (up to approximately $10,000 per year);

~~Tax preparation and estate~~Estate planning (up to $4,000 over a three-year period); and

Health club membership (up to $3,000 annually).

Our AIP rewards the achievement of our annual performance objectives by providing awards based on the attainment of (1) four financial performance metrics: ~~(1)~~(i) local currency sales growth, ~~(2)~~(ii) operating profit, ~~(3)~~(iii) gross margin and ~~(4)~~(iv) working ~~capital.~~

capital and (2) individual objectives relating to leadership, succession, planning and people development.

Our LTIP rewards solid Company performance by providing awards based on (i) ~~Economic Profit~~EP and (ii) ~~our annual and cumulative~~ TSR performance relative to the S&P 500. In addition, the LTIP aligns our executives’ interests with those of our shareholders by paying 50% of the earned award in shares of our common stock.

Our ECP incentivizes our executives to create value for our shareholders by providing equity-based ~~compensation.~~

compensation and encouraging direct investment by our executives.

We require our NEOs to meet certain stock ownership guidelines under our Share Retention Policy to promote alignment of our executives’ interests with those of our shareholders and to discourage excessive risk taking for short-term gains.

our current CFO and ~~2011 compensation for:~~

~~our CEO;~~

~~our~~former interim CFO; and

our three other most highly compensated executive ~~officers.~~

officers who were serving as executive officers as of December 31, 2015.

We refer to the executive officers included in the Summary Compensation Table as our NEOs. A detailed description of the plans and programs under which our NEOs received the following compensation can be found in this proxy statement under the heading “Compensation Discussion and Analysis.”

~~2013 Summary Compensation Table~~

Name and
Principal Position
Year Salary
($)
(1)(2) Bonus
($) Stock
Awards
($)
(3)(4) Option
Awards
($)
(3) Non-Equity
Incentive Plan
Compensation
($)
(5)(6) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(7) All Other
Compensation
($)
(8)(9) Total
($)
Douglas D. Tough
2013    1,200,000    —    3,406,991    —    3,487,602    —    307,631    8,402,224
Chairman and Chief Executive Officer
2012    1,200,000    —    3,158,257    —    3,451,664    —    387,697    8,197,618
2011    1,200,000    —    2,483,416    —    872,614    —    318,065    4,874,095
Kevin C. Berryman
2013    525,000    —    946,526    —    936,467    —    141,005    2,548,998
Executive Vice President and Chief Financial Officer
2012    512,500    —    800,623    82,580    896,236    —    180,255    2,472,194
2011    500,000    —    558,472    143,994    245,338    —    126,971    1,574,775
Nicolas Mirzayantz
2013    510,000    —    946,526    —    1,000,974    (96,591)    122,110    2,483,019
Group President, Fragrances
2012    505,000    —    824,602    —    873,518    201,264    161,201    2,565,585
2011    500,000    —    874,637    —    194,884    250,173    118,069    1,937,763
Hernan Vaisman
2013    525,000    —    794,937    —    820,967    —    82,148    2,223,052
Group President, Flavors
2012    512,500    —    393,434    206,449    907,677    —    88,300    2,108,360
2011    500,000    —    402,470    239,987    437,028    —    93,971    1,673,456
Anne Chwat (10)
2013    461,250    650,471    —    606,067    —    144,650    1,862,438
Senior Vice President, General Counsel and Corporate Secretary
2012    450,000    22,500    554,769    —    540,003    —    200,243    1,767,515
2011    322,211    —    863,335    —    116,445    —    224,134    1,526,125



Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)(3)	Non-Equity Incentive Plan Compensation ($)(4)(5)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6)		All Other Compensation ($)(7)	Total ($)
Andreas Fibig	2015	1,200,000	—	3,173,165	1,702,478	—		133,099	6,208,742
Chairman and CEO	2014	400,000	1,000,000	2,244,414	760,534	—		134,027	4,538,975

Alison A. Cornell (8)	2015	271,562	250,000	506,228	217,787	—		32,996	1,278,573
CFO

Richard O’Leary (9)	2015	445,311	—	541,687	200,542	—		78,053	1,265,593
Former Interim CFO	2014	302,872	—	349,635	225,148	—		86,897	964,552

Nicolas Mirzayantz	2015	585,000	—	1,088,973	506,351	—		169,083	2,349,407
Group President, Fragrances	2014	532,500	—	2,998,513	762,039	303,665		163,172	4,759,889
Group President, Fragrances	2013	510,000	—	946,526	1,000,974	(96,591	)	122,110	2,483,019

Matthias Haeni	2015	490,000	—	729,004	375,043	—		782,736	2,376,783
Group President, Flavors	2014	445,653	—	624,912	407,888	—		485,920	1,964,373

Anne Chwat	2015	465,000	—	738,915	308,330	—		155,487	1,667,732
General Counsel	2014	465,000	—	708,594	419,022	—		562,425	2,155,041
	2013	461,250	—	650,471	606,067	—		144,650	1,862,438

_______________________


(1)	The 2015 amounts in this column ~~related to 2013~~ include (i) the following amounts deferred under the DCP: Ms. Cornell -- $81,667; Mr. ~~Berryman — $42,000; Mr. Vaisman — $42,000;~~Mirzayantz - $58,500; and Ms. Chwat ~~— $138,375.~~

~~(2)~~

~~The amounts in this column related to 2013 include~~- $139,500, and (ii) the following amounts deferred under the Retirement Investment Fund Plan (401(k)): Mr. ~~Tough — $23,000;~~Fibig - $24,000; Ms. Cornell - $3,000; Mr. ~~Berryman — $23,000;~~O’Leary - $22,839; Mr. Mirzayantz ~~— $23,000; Mr. Vaisman — $23,000;~~- $24,000; and Ms. Chwat ~~— $23,000.~~- $24,000.

~~(3)~~

(2)

The amounts in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of equity awards granted during each respective fiscal year, calculated in accordance with FASB ASC Topic 718. Details on and assumptions used in calculating the grant date fair value of RSUs, PRS, SSARs, options and LTIP equity incentive compensation may be found in Note 1112 to our audited financial statements for the fiscal year ended December 31, ~~2013~~2015 included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2013.~~2015. The grant date fair value attributable to the ~~2013-2015~~2015-2017 LTIP cycle awards included in the Stock Awards column pertains to the 50% portion of those awards that will be payable in our common stock if the performance conditions are satisfied and is based on the probable outcome of such conditions. The value of these awards at the grant date if the maximum level of performance conditions were to be achieved is as follows: Mr. ~~Tough — $2,014,000;~~Fibig - $2,035,200; Ms. Cornell -- $421,541; Mr. ~~Berryman — $453,150;~~O’Leary - $198,835; Mr. Mirzayantz ~~— $453,150;~~- $508,800; Mr. ~~Vaisman — $453,150;~~Haeni - $508,800; and Ms. Chwat ~~— $280,953.~~- $283,910. The actual number of shares earned by the NEOs for the completed ~~2011-2013~~2013-2015 LTIP cycle, for the ~~2013~~2015 segment of the ~~2012-2014~~2014-2016 LTIP cycle, and for the ~~2013~~2015 segment of the ~~2013-2015~~2015-2017 LTIP cycle can be found in the narrative following the Grants of Plan-Based Awards Table under the heading “Long-Term Incentive Plan.”

Table of Contents

~~(4)~~

(3)

The grant date fair value attributable to PRS awards included in the Stock Awards column pertains to the value of the matching portion of the award. Not reflected in this column is the value of shares delivered or cash paid by NEOs to purchase shares in fiscal year ~~2013~~2015 for the participant’s portion of the PRS ~~award (based on~~award. As discussed in the Compensation Discussion and Analysis, participants in our ECP are permitted to satisfy the purchase price of PRS shares by tendering shares of our common stock or paying cash. The following NEOs purchased or tendered the number of shares indicated in fiscal year 2015, in each case at a price per share equal to the closing stock price on the date of ~~grant) as follows:~~grant: Mr. ~~Tough — 31,092 shares delivered, valued at $2,399,991;~~Fibig - $1,319,886 for 11,176 shares; Ms. Cornell - $299,894 for 2,608 shares; Mr. ~~Berryman — 9,327 shares delivered, valued at $719,951;~~O’Leary - $299,974 for 2,540 shares; Mirzayantz - $839,927 for 7,112 shares; Mr. ~~Mirzayantz — 9,327 shares delivered, valued at $719,951;~~Haeni - $479,958 for 4,064 shares; and Ms. Chwat ~~— 1,452 shares delivered, valued at $112,080 and 5,155 shares purchased, valued at $397,914.~~- $599,948 for 5,080 shares.

~~(5)~~
(4)	The 2015 amounts in this column ~~related to 2013~~ include the following amounts earned under the ~~2013~~2015 AIP: Mr. ~~Tough — $2,276,352;~~Fibig - $607,680; Ms. Cornell - $91,679; Mr. ~~Berryman — $663,936;~~O’Leary - $93,094; Mr. Mirzayantz ~~— $728,443;~~- $194,320; Mr. ~~Vaisman — $548,436;~~Haeni - $192,800; and Ms. Chwat ~~— $ 441,043.~~- $117,738.

~~(6)~~

(5)

LTIP cycles have four performance segments related to each year in the three-year LTIP cycle and the cumulative results for the full three-year cycle. Any amounts earned under a performance segment are credited on behalf of the executive at the end of the relevant segment, but such credited amounts are not paid until the completion of the three-year LTIP cycle. Upon completion, one-half of any award earned for a completed LTIP cycle is paid in cash and the remaining half is paid in shares of our common stock. The cash portion of the NEOs’ credited awards is reported in this column for the year in which such amount was earned, rather than in the year in which such award is actually paid. The amounts in this column related to ~~2013~~2015 include the amounts earned and credited for the ~~2013~~2015 segment of the ~~2012-2014~~2014-2016 and ~~2013-2015~~2015-2017 LTIP cycles and the following amounts earned for the ~~2013~~2015 and cumulative segments under the completed ~~2011-2013~~2013-2015 LTIP cycle: Mr. ~~Tough — $542,250;~~Fibig - $509,798; Ms. Cornell - $55,192; Mr. ~~Berryman— $122,006;~~O’Leary - $56,876; Mr. Mirzayantz ~~— $122,006;~~- $175,781; Mr. ~~Vaisman — $122,006;~~Haeni - $65,992; and Ms. Chwat ~~— $73,204.~~- $108,984.

~~(7)~~

(6)

The amounts in this column represent the aggregate change in the actuarial present value of the NEO’s accumulated benefit under our U.S. Pension Plan (our qualified defined benefit plan) and our Supplemental Retirement Plan (our non-qualified defined benefit plan). Earnings in the interest bearing account in the DCP were not above-market, and earnings in other investment choices under the DCP were not preferential, and therefore are not included.

~~(8)~~
(7)	Details of the 2015 amounts set forth in this column ~~related to 2013~~ are included in the All Other Compensation Table.

(8)

Ms. Cornell was appointed CFO effective July 8, 2015. The amounts in the Salary and Non-Equity Incentive Plan Compensation columns represent prorated amounts based on her partial year of service. The amount in the Bonus column represents the cash bonus paid to Ms. Cornell in connection with her hiring, as further described above in "Compensation Discussion and Analysis - Compensation Setting Process - New Executive Officer Compensation."


(9)	~~Amounts for 2011 were restated to adjust certain relocation and other perquisites paid in 2011 that were inadvertently omitted from, or reflected~~The amount in the ~~incorrect year, in~~Salary column includes $50,055 of deferred salary that was received three months following the ~~All Other Compensation columns in 2011.~~appointment of our new CFO.

~~(10)~~

~~Ms. Chwat was hired on April 14, 2011.~~

~~2013~~

Table of Contents

2015 All Other Compensation

Dividends
on Stock
Awards
($)(1) Company
Match to
Defined
Contribution
Plans
($)(2) Auto
($)(3) Club
Memberships
($) Financial/
Estate
Planning
and
Tax
Preparation
($) Executive
Death
Benefit
Program
($)(4) Supplemental
Long-Term
Disability
Plan
($)(5) Annual
Physical
Examination
($) Matching
Charitable
Contributions
($)(6) Total
($)
Douglas D. Tough
2013    150,813    17,850    20,609    —    25,000    78,000    1,009    4,350    10,000    307,631
Kevin C. Berryman
2013    40,222    36,750    14,208    3,000    9,772    26,000    1,054    —    10,000    141,005
Nicolas Mirzayantz
2013    55,595    17,850    4,864    3,000    9,867    21,000    909    4,350    4,675    122,110
Hernan Vaisman
2013    —    36,750    471    —    8,497    31,000    1,080    4,350    —    82,148
Anne Chwat
2013    34,172    63,043    15,234    —    2,797    19,000    1,054    4,350    5,000    144,650



	Dividends on Stock Awards ($)(1)	Company Contributions to Savings and Defined Contribution Plans($)(2)	Auto ($)(3)	Financial/ Estate Planning, Tax Preparation and Legal Services($)	Executive Death Benefit Program ($)(4)	Matching Charitable Contributions($)	Relocation Expenses ($(5)	Tax Equalization / Assistance ($)(6)	Other ($)(7)	Total ($)
Andreas Fibig	17,502	18,550	61,472	15,222	9,105	—	1,800	120	8,237	133,098
Alison A. Cornell	1,460	3,000	15,698	5,450	2,738	—	—	—	4,650	32,996
Richard O’Leary	21,628	18,550	11,803	7,500	11,681	2,500	—	—	4,391	78,053
Nicolas Mirzayantz	60,025	55,751	16,010	10,055	12,455	3,500	—	—	11,287	169,083
Matthias Haeni	19,812	90,305(8)	6,746	—	3,900	—	145,458(8)	507,559(8)	8,957	782,736
Anne Chwat	42,156	59,527	15,462	9,836	11,290	10,000	—	—	7,216	155,487

______________________


(1)	The amounts in this column ~~are the total dollar value of~~represent dividends paid during ~~2013~~2015 on shares of PRS.

(2)

The amounts in this column ~~include:~~represent: (i) matching amounts ~~matched by our Company~~paid under our Retirement Investment Fund Plan (401(k)); (ii) amounts matched or set aside by our Company under our DCP (which are matching contributions that would otherwise be made under our 401(k) plan but for limitations under U.S. tax law); ~~and~~ (iii) the dollar value of premium shares credited to the accounts of participants in the DCP who elect to defer their cash compensation into the IFF Stock ~~Fund.~~Fund; and (iv) for Mr. Haeni, $35,663 contributed to his European retirement plan in lieu of participation in the Company's savings plans and an additional savings allowance of $54,642. The premium shares may be forfeited if the executive does not remain employed by our Company for the full calendar year following the year during which such shares are credited. Dividend equivalents are credited on shares (including premium shares) held in accounts of participants who defer into the IFF Stock Fund. Dividend equivalents are included in the Aggregate Earnings in Last Fiscal Year column of the Non-Qualified Deferred Compensation Table and are not included in the amounts represented in this column.

(3)

The amounts in this column ~~are amounts for~~represent the personal use of automobiles provided by our Company. The value of ~~personal~~such use ~~of automobiles provided by us~~ was determined by using standard IRS vehicle value tables and multiplying that value by the percent of personal use. The value of fuel was determined by multiplying the overall fuel cost by the percent of personal use. In both cases personal use percentages were determined on a mileage basis. The amounts in this column also include the cost paid by us for a parking ~~garage.~~garage and for use of our Company driver.

(4) The amounts in this column ~~are the 2013~~represent costs ~~we incurred~~ for the corporate-owned life insurance coverage we have purchased to offset liabilities that may be incurred under our Executive Death Benefit Program. No participant in this program has or will have any direct interest in the cash surrender value of the underlying insurance policy.


(5)	The amounts in this column ~~are costs incurred by the Company~~represent (i) for ~~supplemental long-term disability insurance purchased~~Mr. Fibig, expenses paid in ~~2013.~~connection with his relocation and (ii) for Mr. Haeni, $1,458 of relocation expenses and an additional $144,000 of living allowance.


(6)	The amounts in this column ~~are contributions made by us~~represent (i) for Mr. Fibig, the tax gross up o $1,210 on his relocation expenses, and (ii) for Mr. Haeni, a tax gross up of $1,220 on his relocation expenses, a tax equalization payment of $96,623, and a tax gross up of $409,716 on the tax equalization payment.


(7)	The amounts in this column represent (i) health club membership, (ii) annual physical examination and (iii) amounts paid under our ~~Matching Gift Program~~Supplemental Long-Term Disability Plan.

(8)

In connection with his relocation to ~~eligible charitable organizations matching contributions made~~the United States, we agreed to provide Mr. Haeni an alternate savings program and certain transitional assistance for the four years following his relocation. In lieu of his participation in our 401(k) plan and DCP, the Company will provide Mr. Haeni an annual savings allowance equal to 11% of his annual base salary as an employer contribution to the Swiss pension plan of his choosing. In addition, the Company will provide (i) a monthly living allowance during 2015 of $12,000, decreasing by ~~our NEOs~~$3,000 annually for each subsequent year through 2017, (ii) tax equalization payments (which will be subject to ~~those charitable organizations~~gross-up) during ~~2013.~~2015 equal to 75% of the difference in income taxation between Singapore and New York City, decreasing by 25% for each subsequent year through 2017, and (iii) an additional savings allowance during 2015 equal to 75% of the difference between the annual savings allowance and his previous pension payments, decreasing by 25% for each subsequent year through 2017.

Table of Contents

Employment Agreements or Arrangements

Mr. ~~Tough~~

~~Our Board elected Douglas D. Tough as its non-executive Chairman effective October 1, 2009 and, pursuant~~Fibig

Pursuant to the terms of a letter agreement dated ~~September 8, 2009~~May 26, 2014 between our Company and Mr. ~~Tough,~~Fibig, he became our ~~executive~~CEO effective September 1, 2014 and Chairman ~~and Chief Executive Officer effective March~~of the Board as of December 1, ~~2010.~~

2014.

Under this agreement, Mr. ~~Tough’s~~Fibig’s employment is on an at-will basis until terminated by either party. Mr. ~~Tough~~Fibig is entitled to the following compensation under the agreement:

Minimum annual base salary of ~~$1,200,000, which may be increased by the Board of Directors after March 2, 2012.~~

$1,300,000 in 2016;

A target AIP bonus of 120% of his base salary and a potential maximum annual bonus of 240% of his base ~~salary.~~

salary;

An LTIP target of ~~$2,000,000.~~

$2,000,000 and a maximum of up to 200% of the LTIP target; and

Participation in the ECP program.

The letter agreement provides for non-competition, non-solicitation, non-disclosure, cooperation and non-disparagement covenants.

Mr. ~~Tough’s~~Fibig’s letter agreement grants him certain rights upon termination of his employment. These rights are described in this proxy statement under the heading “Termination of Employment and Change in Control Arrangements —- Other Separation Arrangements.”

Other NEOs

~~None~~

The compensation of our other NEOs ~~is a party to a written employment agreement. Their compensation~~ is approved by the Compensation Committee and is generally determined by the terms of the various compensation plans in which they are participants and which are described in this proxy statement more fully above in the Compensation Discussion and Analysis, in the narrative following the Grants of Plan-Based Awards Table and under the heading “Termination of Employment and Change in Control Arrangements.” In addition, their salary is reviewed, determined and approved on an annual basis by our Compensation Committee. Executives also may be entitled to certain compensation arrangements provided or negotiated in connection with their commencement of employment with our Company.

Grants of Plan-Based Awards

The following table provides information regarding grants of plan-based awards to our NEOs during ~~2013.~~2015. The amounts reported in the table under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” and “Estimated Future Payouts under Equity Incentive Plan Awards” represent the threshold, target and maximum awards under our AIP and LTIP programs. The performance conditions applicable to the AIP and LTIP are described in the Compensation Discussion and Analysis.

With regard to the AIP, the percentage of each NEO’s target award that was actually achieved for ~~2013~~2015 based on satisfaction of the AIP performance conditions is discussed in the Compensation Discussion and Analysis. The amount actually paid to each NEO in ~~2014~~2016 based on ~~2013~~2015 performance under the AIP is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

With regard to the LTIP, the amounts of each NEO’s award that were actually achieved for ~~2011-2013~~2013-2015 based on satisfaction of the performance conditions for the ~~2011-2013~~2013-2015 LTIP and the ~~2013~~2015 segment of each of the ~~2012-2014~~2014-2016 LTIP and ~~2013-2015~~2015-2017 LTIP cycles are set forth following the Grants of Plan-Based Awards Table. In addition, cash amounts earned by each NEO for the cumulative and ~~2013~~2015 segment of the ~~2011-2013~~2013-2015 LTIP cycle and the ~~2013~~2015 segments of the ~~2012-2014~~2014-2016 LTIP and ~~2013-2015~~2015-2017 LTIP cycles are also included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. However, any cash or shares credited to a NEO based on achievement of performance conditions during a segment will not be paid until completion of the full LTIP ~~cycle.~~

~~2013~~cycle and could be forfeited if a NEO leaves the Company prior to the payment date.

Table of Contents

2015 Grants of Plan-Based Awards



Name	Type of Award (1)	Grant Date (2)	Date of Compensation Committee Approval	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3)			Estimated Future Payouts Under Equity Incentive Plan Awards (4)			All Other Stock Awards: Number of Shares of Stock or Units (#)(5)	Grant Date Fair Value of Stock Awards ($)(6)
				Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)
Andreas Fibig	AIP	2/9/2015	2/9/2015	360,000	1,440,000	2,880,000
	2015 LTIP	2/9/2015	2/9/2015	250,000	1,000,000	2,000,000	250,000	1,000,000	2,000,000		996,182
	PRS	5/6/2015	2/9/2015							11,176	1,319,886
	RSU	5/6/2015	2/9/2015							7,620	857,098

Alison A. Cornell	AIP	7/8/2015	5/19/2015	54,312	217,249	434,498
	2015 LTIP	7/8/2015	5/19/2015	51,781	207,125	414,250	51,781	207,125	414,250		206,334
	PRSU	8/17/2015	5/19/2015							2,608	299,894

Richard O’Leary	AIP	2/9/2015	2/9/2015	55,151	220,603	441,205
	2015 LTIP	2/9/2015	2/9/2015	24,425	97,698	195,396	24,425	97,698	195,396		97,325
	RSU	1/2/2015	11/20/2014							1,487(7)	144,388
	PRS	5/6/2015	2/9/2015							2,540	299,974

Nicolas Mirzayantz	AIP	2/9/2015	2/9/2015	120,000	480,000	960,000
	2015 LTIP	2/9/2015	2/9/2015	62,500	250,000	500,000	62,500	250,000	500,000		249,046
	PRS	5/6/2015	2/9/2015							7,112	839,927

Matthias Haeni	AIP	2/9/2015	2/9/2015	100,000	400,000	800,000
	2015 LTIP	2/9/2015	2/9/2015	62,500	250,000	500,000	62,500	250,000	500,000		249,046
	PRS	5/6/2015	2/9/2015							4,064	479,958

Anne Chwat	AIP	2/9/2015	2/9/2015	69,750	279,000	558,000
	2015 LTIP	2/9/2015	2/9/2015	34,875	139,500	279,000	34,875	139,500	279,000		138,967
	PRS	5/6/2015	2/9/2015							5,080	599,948

Name
Type of
Award (1) Grant Date
(2) Date of
Compensation
Committee
Approval Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards (3) Estimated Future
Payouts Under Equity
Incentive Plan Awards (4) All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(5) Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(6)

Threshold
($)

Target
($)

Maximum
($)

Threshold
($)

Target
($)

Maximum
($)

Douglas D. Tough
AIP 1/28/2013    1/28/2013    360,000    1,440,000    2,880,000
2013 LTIP 1/28/2013    1/28/2013    250,000    1,000,000    2,000,000    250,000    1,000,000    2,000,000    1,007,000
PRS 4/30/2013    1/28/2013    31,092    2,399,991
Kevin C. Berryman
AIP 1/28/2013    1/28/2013    102,500    420,000    840,000
2013 LTIP 1/28/2013    1/28/2013    56,250    225,000    450,000    56,250    225,000    450,000    226,575
PRS 4/30/2013    1/28/2013    9,327    719,951
Nicolas Mirzayantz
AIP 1/28/2013    1/28/2013    102,000    408,000    816,000
2013 LTIP 1/28/2013    1/28/2013    56,250    225,000    450,000    56,250    225,000    450,000    226,575
PRS 4/30/2013    1/28/2013    9,327    719,951
Hernan Vaisman
AIP 1/28/2013    1/28/2013    102,500    420,000    840,000
2013 LTIP 1/28/2013    1/28/2013    56,250    225,000    450,000    56,250    225,000    450,000    226,575
RSU 4/30/2013    1/28/2013    7,773    568,362
Anne Chwat
AIP 1/28/2013    1/28/2013    69,750    279,000    558,000
2013 LTIP 1/28/2013    1/28/2013    34,875    139,500    279,000    34,875    139,500    279,000    140,477
PRS 4/30/2013    1/28/2013    6,607    509,994


(1)	AIP = ~~2013~~2015 AIP

~~2013~~

2015 LTIP = ~~2013-2015~~2015-2017 Long-Term Incentive Plan Cycle

RSU = Restricted Stock Unit

PRS = Purchased Restricted Stock

PRSU = Purchased Restricted Stock Unit


(2)	All equity, AIP and LTIP grants were made under our ~~2010~~2015 SAIP. The material terms of these types of awards are described in this proxy statement under the heading “Compensation Discussion and Analysis.”


(3)	AIP amounts in this column are the threshold, target and maximum dollar values under our ~~2013~~2015 AIP. ~~2013~~2015 LTIP amounts in this column are the threshold, target and maximum dollar values of the 50% portion of our ~~2013-2015~~2015-2017 LTIP cycle that would be payable in cash if the performance conditions are satisfied.

(4)

~~2013~~2015 LTIP amounts in this column are the threshold, target and maximum dollar values of the 50% portion of our ~~2013-2015~~2015-2017 LTIP cycle that would be payable in stock if the performance conditions are satisfied. The number of shares of our common stock for the 50% portion payable in stock was determined at the beginning of the ~~2013~~2015 LTIP cycle, based on ~~$65.95~~$102.14 per share, the average closing market price of a share of our common stock for the 20 trading days preceding January ~~2, 2013,~~1, 2015, the first trading day of the ~~2013-2015~~2015-2017 LTIP ~~cycle.~~cycle (except for Ms. Cornell's stock portion which was based on $111.19 per share, the average closing market price for the 20 trading days preceding July 8, 2015). However, the actual value to be realized may vary depending on the closing market price of a share of our common stock on the payout date of ~~2013~~2015 LTIP awards.

(5)

The amounts in this column represent the number of PRS shares or PRSUs granted under the ECP in ~~2013~~2015 on the grant date. Dividends are paid on PRS shares. Footnote 4 to the Summary Compensation Table states the dollar amount delivered by our NEOs (in tendered shares or cash) for these PRS awards. The material terms of the ECP awards are described in this proxy statement under the heading “Compensation Discussion & Analysis.”


(6)	The amounts in this column represent the aggregate grant date fair value of equity awards granted to our NEOs during the fiscal year ended December 31, ~~2013,~~2015, calculated in accordance with FASB ASC Topic

718. The grant date fair value of LTIP awards pertains to the 50% portion of those awards that will be payable in shares of our common stock if the performance conditions are satisfied, and is based on the probable outcome of such conditions.

(7) This award represents a grant of RSUs to Mr. O'Leary for acting as Interim Chief Financial Officer.

Table of Contents

Long-Term Incentive Plan

~~2011-2013~~

2013-2015 LTIP Payout

The following table sets forth the total amount earned by each NEO based on achievement of the corporate performance goals for each segment under the ~~2011-2013~~2013-2015 LTIP cycle and based on each executive’s target amount (or reduced target amount for each NEO who was not employed in his current role for the entire three-year cycle). The amount reported in the “Total” column is the amount being paid out to the NEOs in ~~2014~~2015 following completion of the ~~2011-2013~~2013-2015 LTIP cycle.

Segment 1
(2011) Segment 2
(2012) Segment 3
(2013) Cumulative
(2011 – 2013) Total
Cash
($) Shares
(#) Cash
($) Shares
(#) Cash
($) Shares
(#) Cash
($) Shares
(#) Cash
($) Shares
(#)
Douglas D. Tough
126,750    2,277    382,000    6,864    254,750    4,577    287,500    5,167    1,051,000    18,885
Kevin C. Berryman
28,519    513    85,950    1,545    57,319    1,030    64,688    1,162    236,476    4,250
Nicolas Mirzayantz
28,519    513    85,950    1,545    57,319    1,030    64,688    1,162    236,476    4,250
Hernan Vaisman
28,519    513    85,950    1,545    57,319    1,030    64,688    1,162    236,476    4,250
Anne Chwat(1)
17,111    307    51,570    926    34,391    618    38,813    699    141,885    2,550

~~(1)~~

~~Amounts related to 2011 based on a pro-rated target amount due to her commencement of employment on April 14, 2011.~~

~~2012-2014~~

Segment I
(2013)

Segment 2
(2014)

Segment 3
(2015)

Cumulative
(2013 – 2015)
Total

Cash
($)

Shares
(#)

Cash
($)

Shares
(#)

Cash
($)

Shares
(#)

Cash
($)

Shares
(#)

Cash
($)

Shares
(#)
Andreas Fibig (1) —
—
102,265
1,021
292,500
2,921
217,298
2,172
612,063
6,114
Alison A. Cornell (2) —
—
—
—
35,458
319
19,734
176
55,192
495
Richard O’Leary 24,350
369
22,276
338
21,293
323
35,583
540
103,502
1,570
Nicolas Mirzayantz 75,263
1,141
68,850
1,044
65,813
998
109,969
1,668
319,895
4,851
Matthias Haeni 28,255
428
25,848
392
24,708
374
41,285
628
120,096
1,822
Anne Chwat 46,663
708
42,687
647
40,804
619
68,181
1,032
198,335
3,006

____________________

(1) Amount related to 2014 is prorated based on Mr. Fibig’s appointment as CEO in September 2014.

(2) Amount related to 2015 is prorated based on Ms. Cornell’s appointment as CFO in July 2015.

56
Table of Contents

2014-2016 LTIP Credit

Based on our achievement of the corporate performance goals for the ~~2013~~2015 segment (the second segment) of the ~~2012-2014~~2014-2016 LTIP cycle and the executive’s target amount, the following cash amounts and number of shares of our stock have been credited on behalf of the executive:

Segment 2
(2013)


Cash
($)

Shares
(#)

Douglas D. Tough
   334,500       6,326
Kevin C. Berryman
   75,263       1,424
Nicolas Mirzayantz
   75,263       1,424
Hernan Vaisman
   75,263       1,424
Anne Chwat
   45,158       854

~~2013-2015~~

Segment 2
(2015)

Cash
($)
Shares
(#)
Andreas Fibig 292,500
2,921
Alison A. Cornell (1) 35,458
319
Richard O’Leary 21,995
257
Nicolas Mirzayantz 73,125
855
Matthias Haeni 73,125
855
Anne Chwat 40,804
477

____________________

(1) Amount prorated based on Ms. Cornell’s appointment as CFO in July 2015.

2015-2017 LTIP Credit

Based on our achievement of the corporate performance goals for the ~~2013~~2015 segment (the first segment) of the ~~2013-2015~~2015-2017 LTIP cycle and the executive’s target amount, the following cash amounts and number of shares of our stock have been credited on behalf of the executive:

      Segment 1
(2013)
      Cash
($)            Shares
(#)
Douglas D. Tough
   334,500       5,072
Kevin C. Berryman
   75,263       1,141
Nicolas Mirzayantz
   75,263       1,141
Hernan Vaisman
   75,263       1,141
Anne Chwat
   46,663       708

Segment 1
(2015)

Cash
($)
Shares
(#)
Andreas Fibig 292,500
2,864
Alison A. Cornell (1) 35,458
319
Richard O’Leary 28,576
280
Nicolas Mirzayantz 73,125
716
Matthias Haeni 73,125
716
Anne Chwat 40,804
399

____________________

(1) Amount prorated based on Ms. Cornell’s appointment as CFO in July 2015.

57
Table of Contents

Equity Compensation Plan Information

We ~~are~~ currently ~~granting~~grant equity awards ~~only~~ under our ~~2010~~2015 SAIP only, which replaced our ~~2000 SAIP and the 2000 Supplemental Stock Award Plan (the “2000 Supplemental Plan”).~~2010 SAIP. The following table provides information regarding our common stock which may be issued under our equity compensation plans as of December 31, ~~2013.~~

2015.



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders (1)	843,326	(2)	52.59	(3)	2,547,132
Equity compensation plans not approved by security holders (4)	204,433		52.59	(3)	229,995	(5)
Total	1,047,759		52.59	(3)	2,777,127

Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights Weighted-average
exercise price of
outstanding options,
warrants and rights Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(a) (b) (c)
Equity compensation plans approved by security holders (1)
            1,080,603 (2)                           $ 49.96 (3)                            1,432,802 (4)
Equity compensation plans not approved by security holders (5)
292,852                              $ 49.96 (3) 261,935 (6)

Total
1,373,455                              $ 49.96 (3) 1,694,737

(1)

Represents the 2015 Stock Award and Incentive Plan (the “2015 SAIP”). The 2015 Plan replaced the Company’s 2010 ~~SAIP,~~Stock Award and Incentive Plan (the “2010 Plan”) and provides the ~~2000 SAIP and~~source for future deferrals of cash into deferred stock under the ~~2000 Stock Option~~Company’s Deferred Compensation Plan (with the Deferred Compensation Plan being deemed a subplan under the 2010 Plan for ~~Non-Employee Directors. The 2010 SAIP and~~ the ~~2000 SAIP provide for~~sole purpose of funding deferrals under the ~~award of stock options, RSUs and other equity-based awards.~~IFF Share Fund).

(2)

Includes options, RSUs, SSARs, the number of shares to be issued under the ~~2011-2013~~2013-2015 LTIP cycle based on actual performance, and the maximum number of shares that may be issued under the ~~2012-2014~~2014-2016 and ~~2013-2015~~2015-2017 LTIP cycles if the performance conditions for each of those cycles are satisfied at the maximum level. The number of SSARs that may be issued upon exercise was calculated by dividing (i) the product of (a) the excess of the closing market price of our common stock on the last trading day of ~~2013~~2015 over the exercise price, and (b) the number of SSARs outstanding by (ii) the closing market price on the last trading day of ~~2013.~~2015. Excludes outstanding shares of PRS under the 2010 SAIP and 2000 SAIP.


(3)	Weighted average exercise price of outstanding options and SSARs. Excludes RSUs, shares credited to accounts of participants in the DCP and shares that may be issued under the ~~2012-2014~~2013-2015 and ~~2013-2015~~2014-2016 LTIP cycles.

~~(4)~~

Does not include 149,542 equity awards outstanding as of December 31, 2013 under the 2000 SAIP. As approved by shareholders at the annual meeting held on April 27, 2010, shares authorized under the 2000 SAIP and 2000 Supplemental Plan, but not used under those plans for any reason, are added to shares available for awards under the 2010 SAIP. As a result, any outstanding grants under either of those plans that are cancelled will become available for grant under the 2010 SAIP.

~~(5)~~(4)

We currently have two equity compensation plans that have not been approved by our shareholders: (i) the DCP, which is described on page 5946 and (ii) a pool of shares that may be used for annual awards of 1,000 shares to each non-employee director. Although we are no longer granting these annual 1,000 share stock awards to directors, the pool of shares remains authorized. The 2000 Supplemental Plan was not approved by our shareholders. As of April 27, 2010, no new awards have been granted under this plan, and as of December 31, 2013, no awards remained outstanding under the 2000 Supplemental Plan.

~~(6)~~
(5)	Includes ~~218,185~~186,245 shares remaining available for issuance under the DCP and 43,750 shares remaining available for issuance from a pool of shares that may be used for annual awards of 1,000 shares to each non-employee director.

Table of Contents

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding equity awards held by our NEOs at December 31, ~~2013.~~

~~2013~~2015.

2015 Outstanding Equity Awards at Fiscal Year-End

Name
Grant Date Grant Type(1) Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(2) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) Equity
Incentive Plan
Awards: Market
or Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(2)
Douglas D. Tough
6/2/2010    SSAR 26,714 (3) —    44.92    6/2/2017
6/2/2011    PRS 40,560 (4) 3,487,349
6/2/2011    RSU 4,345 (4) 373,583
1/31/2012    2012 LTIP 14,056 (5) 1,208,535    18,910 (6) 1,625,882
5/1/2012    PRS 71,535 (7) 6,150,579
1/28/2013    2013 LTIP 5,072 (8) 436,091    22,744 (9) 1,955,529
4/30/2013    PRS 31,092 (10) 2,673,290
Kevin C. Berryman
5/27/2009    RSU 3,281 (11) 282,100
6/2/2010    SSAR 8,028 (3) —    44.92    6/2/2017
6/2/2011    PRS 5,021 (4) 431,706
6/2/2011    SSAR 12,554 (4) 62.13    6/2/2018
6/2/2011    RSU 3,138 (4) 269,805
1/30/2012    2012 LTIP 3,164 (5) 272,041    4,254 (6) 365,759
5/1/2012    PRS 19,076 (7) 1,640,154
5/1/2012    SSAR —    7,948 (7) 60.39    5/1/2019
1/28/2013    2013LTIP 1,141 (8) 98,103    5,118 (9) 440,046
4/30/2013    PRS 9,327 (10) 801,935
Nicolas Mirzayantz
6/2/2011    PRS 17,576 (4) 1,511,184
6/2/2011    RSU 1,883 (4) 161,900
1/30/2012    2012 LTIP 3,164 (5) 272,041    4,254 (6) 365,759
5/1/2012    PRS 19,870 (7) 1,708,423
1/28/2013    2013 LTIP 1,141 (8) 98,103    5,118 (9) 440,046
4/30/2013    PRS 9,327 (10) 801,935
Hernan Vaisman
6/2/2011    SSAR —    20,923 (4) 62.13    6/2/2018
6/2/2011    RSU 3,138 (4) 269,805
1/30/2012    2012 LTIP 3,164 (5) 272,041    4,254 (6) 365,759
5/1/2012    SSAR —    19,870 (7) 60.39    5/1/2019
5/1/2012    RSU 2,980 (7) 256,220
1/28/2013    2013 LTIP 1,141 (8) 98,103    5,118 (9) 440,046
4/30/2013    PRS 7,773 (10) 668,323
Anne Chwat
5/3/2011    RSU 3,171 (12) 272,643
6/2/2011    PRS 13,520 (4) 1,162,450
1/30/2012    2012 LTIP 1,897 (5) 163,104    2,554 (6) 219,593
5/1/2012    PRS 13,909 (7) 1,195,896
1/28/2013    2013 LTIP 708 (8) 60,874    3,172 (9) 272,729
4/30/2013    PRS 6,607 (10) 568,070



Name	Grant Date	Grant Type (1)	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Andreas Fibig	4/30/2013	RSU	1,295	(3)	154,934	—		—
	9/1/2014	2014 LTIP	3,942	(4)	471,657	8,886	(5)	1,063,121
	2/11/2015	2015 LTIP	2,864	(6)	342,668	14,684	(7)	1,756,794
	10/15/2014	RSU	7,967	(8)	953,172	—		—
	5/6/2015	RSU	7,620	(9)	911,657	—		—
	5/6/2015	PRS	11,176	(9)	1,337,097	—		—

Alison A. Cornell	7/8/2015	2014 LTIP	319	(4)	38,214	1,682	(5)	201,234
	7/8/2015	2015 LTIP	319	(6)	38,214	3,180	(7)	380,455
	8/17/2015	PRSU	2,608	(10)	312,021	—		—

Richard O’Leary	4/30/2013	PRS	3,109	(11)	371,961	—		—
	2/5/2014	2014 LTIP	526	(4)	62,892	878	(5)	105,044
	5/13/2014	PRS	2,749	(12)	328,890	—		—
	1/2/2015	RSU	1,487	(13)	177,905	—		—
	2/11/2015	2015 LTIP	280	(6)	33,455	1,436	(7)	171,803
	5/6/2015	PRS	2,540	(9)	303,886	—		—

Nicolas Mirzayantz	4/30/2013	PRS	9,327	(11)	1,115,882	—		—
	2/5/2014	2014 LTIP	1,750	(4)	209,372	2,924	(5)	349,827
	5/13/2014	PRS	7,943	(12)	950,301	—		—
	6/13/2014	RSU	20,000	(14)	2,392,800	—		—
	2/11/2015	2015 LTIP	716	(6)	85,667	3,672	(7)	439,318
	5/6/2015	PRS	7,112	(9)	850,880	—		—

Matthias Haeni	4/30/2013	PRS	1,922	(11)	229,948	—		—
	2/5/2014	2014 LTIP	1,750	(4)	209,372	2,924	(5)	349,827
	5/13/2014	PRS	3,666	(12)	438,600	—		—
	2/11/2015	2015 LTIP	716	(6)	85,667	3,672	(7)	439,318
	5/6/2015	PRS	4,064	(9)	486,217	—		—

Anne Chwat	4/30/2013	PRS	6,607	(11)	790,461	—		—
	2/5/2014	2014 LTIP	976	(4)	116,739	1,630	(5)	195,013
	5/13/2014	PRS	5,499	(12)	657,900	—		—
	2/11/2015	2015 LTIP	399	(6)	47,733	2,050	(7)	245,262
	5/6/2015	PRS	5,080	(9)	607,771	—		—

_________________________


(1)	~~2012~~2014 LTIP = ~~2012-2014~~2014-2016 Long-Term Incentive Plan Cycle

2015 LTIP = 2015-2017 Long-Term Incentive Plan Cycle

PRS = Purchased Restricted Stock

RSU = Restricted Stock Unit

PRSU = Purchased Restricted Stock Unit

~~2013 LTIP = 2013-2015 Long-Term Incentive Plan Cycle~~

~~PRS = Purchased Restricted Stock~~

~~RSU = Restricted Stock Unit~~

~~SSAR = Stock Settled Appreciation Right~~

(2)	The market value was determined based on the closing price of our common stock on December 31, ~~2013.~~2015. For PRS and PRSU awards, the amounts in this column do not reflect the purchase price paid by the NEO for PRS shares under the ECP as described in the Compensation Discussion and Analysis.


(3)	This award ~~vested on April 2, 2013. This is the amount of unexercised SSARs.~~

~~(4)~~

~~This award~~was granted to Mr. Fibig as a non-employee director and vests on April ~~2, 2014.~~30, 2016.

~~(5)~~
(4)	This amount represents the number of shares of stock that have been credited for the ~~2012~~2014 and ~~2013 segments~~2015 segment of the ~~2012-2014~~2014-2016 LTIP cycle. These shares will remain unvested until the completion of the full three-year LTIP cycle.

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~~(6)~~
(5)	This amount represents the maximum number of shares of stock that remain subject to the achievement of specified performance objectives over the remaining two open segments of the ~~2012-2014~~2014-2016 LTIP cycle.

Shares earned during any segment of the ~~2012-2014~~2014-2016 LTIP cycle will remain unvested until the completion of the full three-year cycle.

~~(7)~~

~~This award vests on April 1, 2015.~~

~~(8)~~(6)

This amount represents the number of shares of stock that have been credited for the ~~2013~~2015 segment of the ~~2013-2015~~2015-2017 LTIP cycle. These shares will remain unvested until the completion of the full three-year LTIP cycle.

~~(9)~~
(7)	This amount represents the maximum number of shares of stock that remain subject to the achievement of specified performance objectives over the remaining three open segments of the ~~2013-2015~~2015-2017 LTIP cycle. Shares earned during any segment of the ~~2013-2015~~2015-2017 LTIP cycle will remain unvested until the completion of the full three-year cycle.


(8)	This award vests on April 13, 2017.


(9)	This award vests on April 6, 2018.


(10)	This award vests on July 17, 2018.


(11)	This award vests on March 31, 2016.

~~(11)~~

This amount represents the unvested portion of a grant that was made in connection with Mr. Berryman’s commencement of employment in 2009. This grant vests 20% per year on each of the first, second, third, fourth and fifth anniversaries of the grant date.

(12)	This award ~~was approved by our Compensation Committee in connection with Ms. Chwat’s commencement of employment, and~~ vests on ~~May 3, 2014.~~April 13, 2017.

(13) This award vests on January 2, 2017.
(14) This award vests on June 13, 2016.

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Option Exercises and Stock Vested

The following table provides information regarding ~~exercises of options and SSARs and~~ stock vested during ~~2013~~2015 for each of our NEOs.

~~2013~~ No options or SSARs were exercised by our NEOs during 2015.

2015 Option Exercises and Stock Vested

Option Awards Stock Awards
Name
Type of
Award(1) Number of Shares
Acquired on
Exercise (#) Value Realized on
Exercise ($) Type of Award(1) Number of Shares
Acquired on
Vesting (#) Value Realized on
Vesting ($)
Douglas D. Tough
RSU (2)    10,017    754,280
PRS (2)(3)    24,042    1,270,379
2011 LTIP (4)    18,885    1,623,732
Kevin C. Berryman
SSAR    26,000   (5)    983,060    RSU (6)    3,281    268,976
SSAR    5,000   (7)    220,500    PRS (2)(3)    22,439    1,185,677
SSAR    4,486   (8)    227,126    2011 LTIP (4)(9)    4,250    365,415
SSAR    8,000 (10)    340,720
Nicolas Mirzayantz
SSAR    5,546 (11)    175,309    PRS (2)(3)    26,645    1,355,082
SSAR    10,685 (12)    452,189    2011 LTIP (4)    4,250    365,415
Hernan Vaisman
SSAR    26,714 (13)    1,033,298    RSU (2)    4,007    301,727
2011 LTIP (4)    4,250    365,415
Anne Chwat
2011 LTIP (4)    2,550    219,249



	Stock Awards
Name	Type of Award(1)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Andreas Fibig	RSU	(2)	1,655	194,330
	RSU	(3)	1,145	129,030
	PRS	(4)(5)	6,373	745,450
	2013 LTIP	(6)	6,114	731,479

Alison A. Cornell	2013 LTIP	(6)	495	67,617

Richard O’Leary	PRS	(4)(5)	7,948	689,688
	2013 LTIP	(6)	1,570	187,835

Nicolas Mirzayantz	PRS	(4)(5)	19,870	1,724,219
	2013 LTIP	(6)	4,851	580,374

Matthias Haeni	PRS	(4)(5)	4,912	426,239
	2013 LTIP	(6)	1,822	217,984

Anne Chwat	RSU	(7)	250	27,160
	PRS	(4)(5)	13,909	1,206,953
	2013 LTIP	(6)	3,006	359,638

_______________________


(1)	RSU = Restricted Stock Unit

PRS = Purchased Restricted Stock

2013 LTIP = 2013-2015 Long-Term Incentive Plan Cycle

~~PRS = Purchased Restricted Stock~~

~~2011 LTIP = 2011-2013 Long-Term Incentive Plan Cycle~~

~~SSAR = Stock Settled Appreciation Right~~

(2)	The award represented in this row was granted in ~~2010 under~~2012 to Mr. Fibig while he was a member of the ~~ECP~~Board of Directors and vested on ~~April 2, 2013.~~May 1, 2015. The value realized is based on the closing price of our common stock on the vesting date ($~~75.20)~~117.42).


(3)	The award represented in this row was granted in 2014 to Mr. Fibig while he was a member of the Board of Directors and vested on May 13, 2015. The value realized is based on the closing price of our common stock on the vesting date ($112.69).


(4)	The award represented in this row was granted in 2012 under the ECP and vested on April 1, 2015. The value realized is based on the closing price of our common stock on the vesting date ($116.97).

(5)

The amounts set forth in this table as the value realized attributable to vested PRS is the product of (a) the number of vested shares of PRS and (b) the closing price of our common stock on the vesting date, less the aggregate amount paid by the executive to purchase the PRS. Without taking into account the amount paid by the respective executive for his or her PRS shares, the value realized on vesting in the Value Realized on Vesting column attributable to PRS for this executive would be: Mr. ~~Tough~~Fibig - ~~$1,810,363;~~$745,450; Mr. ~~Berryman~~O’Leary - ~~$1,689,657; and~~$929,678; Mr. Mirzayantz - ~~$1,931,069.~~$2,324,194; Mr. Haeni - $574,557; and Ms. Chwat - $1,626,936.

~~(4)~~

(6)

The award represented in this row is the equity portion of the ~~2011-2013~~2013-2015 LTIP award, for which performance was completed on December 31, ~~2013.~~2015. The number of shares represents the actual number of shares that will be issued to the participant in March ~~2014,~~2016, as determined by the Board of Directors in ~~January 2014.~~February 2016. The value realized is based on the number of shares and the closing market price of a share of our common stock on December 31, ~~2013~~2015 ($~~85.98)~~119.64); however, the actual value realized may vary depending on the closing market price of a share of our common stock on the payout date.

~~(5)~~	~~The~~
(7)	This award ~~represented~~represents a special recognition award of RSUs to Ms. Chwat in ~~this row was granted in 2009 under~~connection with the ~~ECP and vested on March 27, 2012.~~Aromor acquisition. The value realized is based on ~~the difference between the exercise price ($36.07) and the closing price of our common stock ($73.88) on the exercise date of February 15, 2013.~~

~~(6)~~

A grant of 16,404 RSUs was made in connection with Mr. Berryman’s commencement of employment in 2009. 20% of this grant vests on each of the first, second, third, fourth and fifth anniversaries of the grant date. The portion of the award that vested in 2013 is represented in this row. The value is based on the closing stock price ($81.98) on the vesting date. Mr. Berryman deferred these shares under our DCP described in this proxy statement under the heading “Non-Qualified Deferred Compensation.” Dividend equivalents are credited on vested deferred RSU shares. The actual realized value will depend upon the closing price of our common stock on the ~~date the shares are issued to Mr. Berryman.~~

~~(7)~~

The award represented in this row was granted in 2009 under the ECP and vested on March 27, 2012. The value realized is based on the difference between the exercise price ($36.07) and the closing price of our common stock ($80.17) on the exercise date of May 10, 2013.

~~(8)~~ The award represented in this row was granted in 2009 under the ECP and vested on March 27, 2012. The value realized is based on the difference between the exercise price ($36.07) and the closing price of our common stock ($86.70) on the exercise date of November 6, 2013.

~~(9)~~

~~The award represented in this row shares vested on January 28, 2013 and was deferred by Mr. Berryman.~~

~~(10)~~

The award represented in this row was granted in 2010 under the ECP and vested on April 2, 2013. The value realized is based on the difference between the exercise price ($44.92) and the closing price of our common stock ($87.51) on the exercise date of November 12, 2013.

~~(11)~~

The award represented in this row was granted in 2008 under the ECP and vested on May 6, 2011. The value realized is based on the difference between the exercise price ($42.19) and the closing price of our common stock ($73.80) on the exercisevesting date of February ~~14, 2013.~~2, 2015 ($106.78).

~~(12)~~

~~(13)~~

Pension Benefits

We provide a defined benefit pension plan (the “U.S. Pension Plan”) to eligible United States-based employees hired before January 1, 2006. Of our NEOs, only Mr. Mirzayantz currently participates in the U.S. Pension Plan. U.S. employees hired on or after January 1, 2006, including all of our other NEOs, are not eligible to participate in the U.S. Pension Plan. We pay the full cost of providing benefits under the U.S. Pension Plan.

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Compensation and service earned after December 31, 2007 are not taken into account in determining an employee’s benefit under the U.S. Pension Plan except for employees whose combined age and years of service equaled or exceeded 70 as of December 31, 2007. As Mr. Mirzayantz did not satisfy this requirement, Mr. Mirzayantz had his benefit frozen as of December 31, 2007.

The monthly pension benefit is equal to the number of years of credited service as of December 31, ~~2013~~2015 times the difference between (a) 1.7% times final average compensation, and (b) 1.25% times the social security amount. Final average compensation for purposes of the U.S. Pension Plan is the average of the five consecutive years of compensation during the last ten years before December 31, 2007 that produce the highest average. The term “compensation” means the basic rate of monthly salary (as of April 1 each year) plus 1/12 of any AIP cash award received for the preceding year, reduced by any compensation deferred under our DCP. The normal retirement age under the U.S. Pension Plan is age 65.

Various provisions of the Internal Revenue Code of 1986, as amended (“IRC”) limit the amount of compensation used in determining benefits payable under our U.S. Pension Plan. We established a non-qualified Supplemental Retirement Plan to pay that part of the pension benefit that, because of these IRC limitations, cannot be paid under the U.S. Pension Plan to our U.S. senior executives. For purposes of the Supplemental Retirement Plan, “compensation” includes any salary and AIP amounts, including amounts deferred under our DCP.

Employees with at least 10 years of service are eligible for early retirement under the U.S. Pension Plan and the Supplemental Retirement Plan beginning at age 55. The benefit at early retirement is an unreduced benefit payable at age 62 or a reduced benefit (4% per year) if paid prior to age 62.

The following table provides information for Mr. Mirzayantz regarding our U.S. Pension Plan and Supplemental Retirement Plan. The present value of accumulated benefits payable under each of our retirement plans was determined using the following assumptions: an interest rate of 4.1%; the RP-2000 Healthy Participant Male/Female Mortality with projections of mortality improvements; 80% of participants are married with a spouse four years younger and are receiving a 50% joint and survivor annuity and 20% of participants are

unmarried and are receiving a straight life annuity with a five-year guarantee. Additional information regarding the valuation method and material assumptions used to determine the accumulated benefits reported in the table is presented in Note 1314 to our consolidated financial statements included in our ~~2013~~2015 Annual Report. The information provided in the columns other than the Payments During Last Fiscal Year column is presented as of December 31, ~~2013,~~2015, the measurement date used for financial statement reporting purposes with respect to our audited financial statements for the fiscal year ended December 31, ~~2013.~~

2015.

Pension Benefits

Name

Plan Name
   Number
of Years
Credited
Service
(#)    Present
Value of
Accumulated
Benefits
Assuming
Retirement
Age of 62
($)(1)    Present
Value of
Accumulated
Benefits
Assuming
Retirement
Age of 65
($)(2)    Payments
During
Last
Fiscal
Year ($)
Nicolas Mirzayantz (3)
   U.S. Pension Plan    16.23       430,539       349,381       —

Supplemental Retirement Plan
   16.23       686,023       556,706       —





         1,116,562       906,087



Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefits Assuming Retirement Age of 62 ($)(1)	Present Value of Accumulated Benefits Assuming Retirement Age of 65 ($)(2)	Payments During Last Fiscal Year ($)
Nicolas Mirzayantz (3)	U.S. Pension Plan	16.23	542,078	450,062	—
	Supplemental Retirement Plan	16.23	863,751	717,132	—
			1,405,829	1,167,194	—

_____________________


(1)	The amounts in this column assume benefit commencement at unreduced early retirement at age 62 (with at least 10 years of credited service) and otherwise were determined using interest rate, mortality and payment distribution assumptions consistent with those used in our financial statements.


(2)	The amounts in this column assume benefit commencement at normal retirement at age 65 and otherwise were determined using interest rate, mortality and payment distribution assumptions consistent with those used in our financial statements.


(3)	Benefits for Mr. Mirzayantz under the U.S. Pension Plan and Supplemental Retirement Plan were frozen as of December 31, 2007 because his age and service as of December 31, 2007 did not equal or exceed 70.

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Non-Qualified Deferred Compensation

We offer our executive officers and other senior employees based in the United States an opportunity to defer compensation under our non-qualified deferred compensation plan, or DCP. The DCP allows these employees to defer salary, annual and long-term incentive awards and receipt of stock under some equity awards. There is no limit on the amount of compensation that a participant may elect to defer. Subject to certain limitations on the number of installments and periods over which installments will be paid, participants in the DCP elect the timing and number of installments as to which the participant’s DCP account will be settled. Deferred cash compensation may be treated at the election of the participant as invested in (i) a variety of equity and debt mutual funds offered by The Vanguard Group, which administers the DCP, or (ii) a fund valued by reference to the value of our common stock with dividends reinvested (the “IFF Stock Fund”), or (iii) an interest-bearing account. Except for deferrals into the IFF Stock Fund, the participant may generally change his or her choice of funds at any time. For the interest-bearing account, our Compensation Committee establishes an interest rate each year which we intend to be equal to 120% of the applicable federal long-term interest rate. For ~~2013~~2015 this interest rate was ~~2.86%~~3.25% and for ~~2014~~2016 this interest rate is ~~3.93%~~3.10%.

We make matching contributions under the DCP to make up for tax limitations on our matching contributions under our Retirement Investment Fund Plan, a 401(k) plan. The 401(k) plan provides for matching contributions at a rate of $1.00 for each dollar of contribution up to 4% of a participant’s salary plus $0.75 for each dollar of contribution above 4% up to 8% of a participant’s salary.

Tax rules limit the amount of the Company match under the 401(k) plan for our senior executives. The DCP matching contribution reflects the amount of the matching contribution which is limited by the tax laws. The same requirements under the 401(k) plan for matching, including vesting, apply to matching contributions under the DCP. These matching contributions automatically vest once a participant completes three years of service with our Company.

The DCP gives participants an incentive to defer compensation into the IFF Stock Fund by granting a 25% premium, credited in additional deferred stock, on all cash compensation deferred into the stock fund contingent upon the participant remaining employed by the Company (other than for retirement) for the full calendar year following the year when such credit was made. If the participant withdraws any deferred stock within one year of a deferral, any premium shares credited will be forfeited. Vesting of the premium deferred stock accelerates upon a change in control. RSUs granted under our equity compensation plans may also be deferred upon vesting, but no premium is added.

The following table provides information for our NEOs regarding participation in our DCP.

~~2013~~

2015 Non-Qualified Deferred Compensation

Name
   Executive
Contributions
in Last FY ($) Registrant
Contributions
in Last FY
($)(1)    Aggregate
Earnings
in Last
FY ($)    Aggregate
Withdrawals/
Distributions ($)    Aggregate
Balance at
Last FYE
($)(2)
Douglas D. Tough
   —    0       441,832       —       2,121,400
Kevin C. Berryman
   1,248,445    (3 ) 18,900       512,618       —       2,877,592
Nicolas Mirzayantz
   —    —       224,960       —       1,185,620
Hernan Vaisman
   42,000    (4 ) 18,900       142,605       —       675,812
Anne Chwat
   223,952    (5 ) 45,193       105,793       —       863,114



Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)(1)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)(2)
Andreas Fibig	194,330		—	49,952	—	754,171
Alison A. Cornell	81,667	(3)	—	84	—	81,803
Richard O’Leary	—		—	21,369	—	129,646
Nicolas Mirzayantz	217,562	(4)	37,201	52,608	—	1,678,204
Matthias Haeni	—		—	—	—	—
Anne Chwat	210,394	(5)	40,977	155,507	—	1,684,961

____________________


(1)	The amounts in this column are included in the All Other Compensation column for ~~2013~~2015 in the Summary Compensation Table, and represent employer contributions credited to the participant’s account during ~~2013,~~2015, as well as certain contributions credited in the first quarter of ~~2014~~2016 related to compensation earned in ~~2013.~~2015.

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(2)

If a person was a NEO in previous years’ proxy statements, this amount includes amounts that were included as compensation previously reported for that person in the Summary Compensation Table for those previous years. Of the totals in this column, the following amounts were reported as compensation in the Summary Compensation Table for 2006: Mr. Mirzayantz —– $87,985; for 2007: Mr. Mirzayantz —– $160,010; for 2008: Mr. Mirzayantz —– $63,269; ~~Mr. Vaisman — $40,371;~~ for 2009: Mr. ~~Berryman — $52,186; Mr.~~ Mirzayantz —– $31,228; ~~Mr. Vaisman — $69,574;~~ for 2010: Mr. ~~Tough — $774,993; Mr. Berryman — $98,501; Mr.~~ Mirzayantz —– $243,228; ~~Mr. Vaisman — $68,816;~~ for 2011: Mr. ~~Tough — $559,028; Mr. Berryman — $91,063; Mr.~~ Mirzayantz —– $45,600; ~~Mr. Vaisman — $364,913; and~~ Ms. Chwat —– $316,928; ~~and~~ for 2012: Mr. ~~Tough — $1,924,788; Mr. Berryman — $575,586;~~Mirzayantz – $516,144; Ms. Chwat – $398,970; for 2013: Mr. Mirzayantz ~~— $516,144; Mr. Vaisman — $572,183; and~~– $751,443; Ms. Chwat ~~— $398,970.~~– $509,236; and for 2014: Mr. Fibig – $443,624; Mr. O'Leary – $161,002; Mr. Mirzayantz – $500,852; Ms. Chwat – $305,561.

~~(3)~~

Of this amount, $42,000 is included in the Salary column for 2013 in the Summary Compensation Table. Of this amount, $258,051 is the value of Mr. Berryman’s deferred RSUs granted in 2009, based on the market price of a share of our common stock on the date the shares were deposited into his deferral account in 2013. These deferred RSUs are included in the 2013 Option Exercises and Stock Vested Table with a value of $268,976 based on the closing market price of a share of our common stock on the vesting date. In addition, of this amount: (i) $611,176 is the value of deferred shares issued in 2013 upon the completion of the 2010-2012 LTIP cycle, based on the closing market price of a share of our common stock on the date the shares were deposited into his deferral account, which shares were previously reported in the 2012 Option Exercises and Stock Vested Table with a value of $534,117, based on the year-end closing market price of a share of our common stock; and (ii) $337,219 is the value of deferred cash paid in 2013 upon the completion of the 2010-2012 LTIP cycle, which amount was previously reported as earned in each year of the LTIP cycle in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

~~(4)~~(3)

This amount is included in the Salary column for ~~2013~~2015 in the Summary Compensation Table.

~~(5)~~
(4)	Of this amount, ~~$138,375~~$58,500 is included in the Salary column for ~~2013~~2015 in the Summary Compensation Table. Mr. Mirzayantz also deferred $159,062 which is a portion of his AIP and was included in the Non-Equity Incentive Plan Compensation column for 2014 in the Summary Compensation Table.


(5)	Of this amount, $139,500 is included in the Salary column for 2015 in the Summary Compensation Table. Ms. Chwat also deferred ~~$85,577~~$70,894 which is a portion of her AIP and was included in the Non-Equity Incentive Plan Compensation column for ~~2012~~2014 in the Summary Compensation Table.

Potential Payments upon Termination and Change in Control

Executive ~~Separation~~Severance Policy

We currently provide severance payments and benefits to our NEOs and other senior ~~officers~~executives under our ESP. The level of ~~our Company~~severance pay under the ESP is based on ~~their level under our Executive Separation Policy, or ESP, last amended~~a tier system. Each executive's assigned tier is based on February 6, 2014. Executives hired before October 22, 2007, including Messrs. Mirzayantz and Vaisman, were grandfathered and therefore are eligible to receive benefits calculated in accordance with the ~~terms of the plan as in effect prior to December 2010.~~executive's grade level. The Compensation Committee may also agree to ~~vary or~~ provide enhanced severance payments and benefits to specific executives.

~~The~~ All our NEOs are in Tier I other than Mr. O’Leary, who is in Tier II. Our ESP was last modified in March 2015 to conform to the 2015 SAIP, including to streamline the Change in Control provisions, to clarify the clawback provisions and severance rights, and to modify the non-compete provisions. Mr. Fibig's offer letter has modified some of the relevant definitions, amounts and other terms regarding the benefits that he is eligible to receive under the ESP. See “Other Separation Arrangements - Mr. Fibig” below for a discussion of Mr. Fibig’s benefits.

Our ESP provides for acceleration of equity, severance payments and continuation of benefits in connection with aan executive’s termination of(1) if his or her employment is terminated by us without Cause or (2) in the ~~executive in certain circumstances, with the value of~~case that such ~~benefits varying depending on the nature of the termination and whether the~~ termination occurs within two years of a Change in Control, if his or her employment is terminated without Cause or he or she terminates his or her employment for Good Reason. In addition, a Tier I executive is eligible to receive payments if he or she terminates his or her employment for Good Reason prior to or more than two years after a Change in ~~Control (as defined below) or within two years of~~Control.

Our ESP states that a ~~Change in Control.~~

Generally, under the ESP an executive is eligible to receive payments if his or her employment is terminated by us without Cause, as the result of the executive’s retirement, disability or death, or, only in the case of a Change in Control, by the executive for Good Reason.

“Cause” means (i) willful and continued failure of the executive to perform substantially his or her duties after demand for performance has been made; (ii) willful engagement by the executive in unauthorized conduct that is known to the executive to be materially detrimental to us, including misconduct that results in material noncompliance with financial reporting requirements; or (iii) willful engagement by the executive in illegal conduct or acts of serious dishonesty which materially adversely affects us.

A “Change in Control” (or “CiC”) will be deemed to have occurred when (i) a person or group acquires our stock and becomes a beneficial owner of 50% or more of our outstanding voting power; (ii) board members at January 1, 2010 (as well as generally any new director approved by at least two-thirds of the incumbent directors), cease to be at least a majority of the Board; (iii) immediately following a merger, consolidation, recapitalization or reorganization, either new members constitute a majority of the Board of, or our voting securities outstanding before the event do not represent at least 50% of the voting power in, the surviving entity; or (iv) our shareholders approve a plan of complete liquidation and the liquidation commences, or a sale or disposition of substantially all of our assets (or similar transaction) is completed.

~~“Good Reason” means~~ any of the ~~following: (i) a reduction~~following has occurred:


(i)	a person or group becomes the beneficial owner of 40% or more of the combined voting power of our then outstanding voting securities, other than beneficial ownership by us, any of our employee benefit plans or any person organized, appointed or established pursuant to the terms of any such benefit plan;

(ii)

individuals who, at March 9, 2015, constituted a majority of the Board (the “Incumbent Directors”) cease to constitute a majority of the Board for any reason; provided, however, that any individual becoming a director subsequent to March 9, 2015 whose election or nomination for election to the Board was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board shall be an Incumbent Director; or

(iii)

the consummation of (A) a merger, consolidation, reorganization or similar transaction with us or in which our securities are issued, as a result of which the holders of our outstanding voting securities immediately before such event own, directly or indirectly, immediately after such event less than 60% of the combined voting power of the outstanding voting securities of the parent entity resulting from, or issuing its voting securities as part of, such event; (B) our complete liquidation or dissolution; or (C) a sale or other disposition of all or substantially all of our assets to any person.

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Severance Benefits Other than in ~~the executive’s base salary as in effect before~~Connection with a Change in ~~Control; (ii)~~Control

Payment for Termination Without Cause. Pursuant to our ~~failure to continue a compensation or benefit plan for the~~ESP, any covered executive ~~unless the plan is replaced by a comparable plan or it ends due to its normal expiration, or other action~~ that materially adversely affects participation in one of these plans; (iii) a change in the executive’s position, level or authority in a way that adversely impacts the executive or assigning the executive responsibilities that are materially inconsistent with his or her prior position; (iv) relocation of the executive’s work assignment by more than 45 miles; or (v) the failure of a successor company to assume our obligations under the ESP. However, “good reason” will exist only if the executive gives us notice within 90 days after occurrence of one of the foregoing events and we fail to correct the matter within 30 days after receipt of such notice.

~~Severance payment~~~~. If an executive~~ is terminated by us without Cause prior to or more than two years after a CiC ~~the executive~~ is entitled to receive athe following:

(i)

A severance payment equal to (a) one and a half times (1.5x) in case of our Tier I executives, and (b) one times (1x) in case of our Tier II executives, the sum of the executive's annual base salary at the date of termination plus the prorated portion of the executive's target AIP award for the year in which termination occurs (payable to the Tier I or Tier II executive in regular installments over 18 or 12 months, respectively, following termination);


(ii)	A prorated portion of the executive’s target AIP award for the year in which termination occurs, payable when such AIP amounts otherwise become payable;


(iii)	A prorated portion of the executive’s target LTIP award for the cycles then in progress, payable when such LTIP amounts otherwise become payable;


(iv)	Vesting of a prorated portion of any unvested equity award(s); and


(v)	Continuation of medical, dental, disability and life insurance coverage for 18 months years in the case of our Tier I executives and 12 months for Tier II executives or until the executive obtains new employment providing similar benefits or attains age 65.

Payment for Termination With Good Reason. Pursuant to (1) the executive’s base salary at the date of termination plus (2) the executive’s average AIP bonus for the three most recent years, paid in regular installments for 18 months (24 months for Messrs. Mirzayantz and Vaisman) following the termination (or until the executive attains the age 65 if earlier).

~~AIP~~. An executive must generally continue to be employed at the time of payment of an AIP award, except that an executive who is terminated (other than in connection with a CiC or for Cause) is entitled to

receive a lump-sum payment of the pro-rated portion of the executive’s AIP award that would have become payable for performance in the year of termination, based on actual performance and paid when such AIP amounts otherwise become payable.

~~Prorated LTIP and Equity.~~ ~~An executive receiving benefits under~~ the ESP, ~~must generally continue to be employed at the time of payment of an LTIP award~~if a Tier I employee terminates his or ~~vesting of an equity award, except that an executive who is terminated (other than in connection with a CiC or~~her employment for Cause) during a three-year LTIP cycle receives a lump-sum payment of the pro-rated payout for service during each segment in that cycle and continued vesting of a pro-rata portion of unvested equity award(s). For LTIP, the Committee may, instead make a good faith estimate of the actual performance achieved through the date of termination and rely on this estimate to determine the prorated portion payable in settlement of such LTIP award.

~~Benefit continuation.~~ ~~If an executive is terminated without Cause~~Good Reason prior to or more than two years after a CiC, ~~the executive will be~~than he or she is entitled to receive the ~~continuation of medical, dental and insurance~~same benefits as set forth above for ~~such executive and his or her dependents for~~“Termination Without Cause.”

Severance Benefits in Connection with a period terminating on the earlier of 18 months (24 months for Messrs. Mirzayantz and Vaisman) following termination of employment, the commencement of eligibility for benefits under a new employer’s welfare benefits plan, or the executive’s attaining age 65.

~~Impact of termination upon CiC.~~Change in Control

Upon the occurrence of a termination by us without Cause or by ~~the~~an executive for Good Reason within two years following a CiC, the executive would be entitled to the following:

(i)

A severance payment equal to two times (2x) in case of our Tier I executives, and one and a half times (1.5x) in case of our Tier II executives, the sum of the executive’s annual base salary at the date of termination plus the higher of (x) his or her average AIP award for the three most recent years and (y) his or her target AIP award for the year in which termination occurs, payable in a lump sum;


(ii)	A prorated portion of the executive’s target AIP award for the year in which termination occurs, payable in a lump sum;


(iii)	For each performance segment that ended prior to the termination, a payment equal to the LTIP award payment the executive would have been entitled to receive for such performance segment had the termination not occurred, payable in a lump sum;


(iv)	For each performance segment in which the executive’s date of termination occurs, a prorated portion of the executive’s target LTIP award for each performance segment in which the termination occurs, payable in a lump sum;


(v)	Vesting of any equity awards not already vested upon the CiC and, unless deferred by the executive, settlement of such equity awards;


(vi)	Vesting of any benefits under our Supplemental Retirement Plan; and


(vii)	Continuation of medical, dental, disability and life insurance coverage for 18 months for our Tier I executives, and 12 months for our Tier II executives or until the executive obtains new employment providing similar benefits or attains age 65.

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Definitions.

Our ESP defines Cause and Good Reason as follows:

~~In lieu~~"Cause" means (i) failure of the ~~severance payment described above, the~~ executive ~~would receive a severance payment equal~~ to ~~three times the sum of (i) the executive’s highest annual salary during the five years preceding termination and (ii) the higher of~~perform his or her ~~average AIP bonus for~~material duties in any material respect, which if reasonably susceptible to cure, has continued after written notice of such failure has been provided and the ~~three most recent years~~executive has not cured such failure within 10 days of receipt of such written notice; (ii) willful misconduct or gross negligence by the executive that has caused or is reasonably expected to result in material injury to our business, reputation, or prospects; (iii) the engagement by the executive in illegal conduct or any act of serious dishonesty which could reasonably be expected to result in material injury to our business or reputation or which adversely affects the executive’s ability to perform his or her ~~target AIP bonus for~~duties; (iv) the ~~year~~executive being indicted or convicted of ~~termination, payable in~~(or having pled guilty or nolo contendere to) a ~~lump-sum;~~

~~In lieu of the LTIP amount described above,~~felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (v) a ~~prorated portion of the target LTIP for the cycles then in progress, payable in a lump sum;~~

~~In lieu of the AIP amount described above, a prorated portion of the target AIP bonus for the year of termination, payable in a lump sum;~~

~~Vesting of any stock options or SSARs granted after December 14, 2010 not already vested upon the CiC with the remainder of the option or SSAR term to exercise the executive’s options or SSARs;~~

~~Vesting of restricted stock~~material and ~~RSU awards granted after December 14, 2010 not already vested upon the CiC and, unless deferred~~willful violation by the executive ~~settlement~~ of ~~restricted stock and RSU awards;~~

our rules, policies or procedures.

~~For executives~~“Good Reason” means any of the following: (i) a material decrease in the executive’s base salary, target bonus under an AIP, LTIP or Equity Choice Award, other than as part of an across-the-board reduction applicable to all similarly situated employees; (ii) a material diminution in the executive’s authority, duties or responsibilities; (iii) relocation of executive’s primary work location more than 50 miles from executive’s primary work location at the time of such requested relocation; or (iv) our ~~Supplemental Retirement Plan, an additional three years’ credit of age and compensation for pension calculation purposes, with~~failure to obtain the ~~assumption that annual compensation would have continued at current rates during the additional period, and full funding~~binding agreement of any ~~supplemental pension obligation through a rabbi trust. (Of~~successor expressly to assume and agree to fully perform our ~~NEOs, this provision applies~~obligations under the ESP. However, “good reason” will only ~~to Mr. Mirzayantz, as our other NEOs are not eligible to participate in our defined benefit pension plans); and~~

~~Continuation of medical, dental, disability and life insurance coverage for three years, or until~~exist if the executive ~~obtains new employment providing similar benefits.~~

~~Tax Gross-Up~~~~. For only those executives who were designated as ESP participants prior to March 8, 2010, we will pay a “gross-up” payment for any excise taxes that may be payable by~~gives us notice within 90 days after the ~~executive as a result~~initial occurrence of any ~~termination following a CiC, other than a termination for Cause, except in the limited case where acut-back~~ ~~of 10%~~ of the ~~severance payments would avoid~~foregoing events and we fail to correct the ~~excise tax.~~matter within 30 days following receipt of such notice.




Date and Time:		~~Tuesday,~~Monday, May ~~13, 2014~~2, 2016 at ~~10:~~3:00 p.m. local time / 9:00 a.m. ~~(Eastern~~Eastern Daylight ~~Time)~~Time
Place:		~~533 West 57th Street, 9th Floor, New York, NY 10019~~61 rue de Villiers, Neuilly-sur-Seine, France
Record Date:		March ~~17, 2014~~8, 2016
Voting:		Each share of ~~the Company~~our common stock outstanding at the close of business on March ~~17, 2014~~8, 2016 has one vote on each matter that is properly submitted for a vote at the 2016 Annual Meeting.



Matter	Board Recommendation	Page Reference (for more details)
Election of Directors	FOR each Director Nominee	45
Ratification of Independent Registered Public Accounting Firm	FOR	2425
Advisory Vote on Executive Compensation	FOR	4850


(dollars in millions except earnings per share amounts)	2011		2012		2013
Net Sales		$2,788		$2,821		$2,953
Net Income - as Reported		$267		$254		$354
Net Income - As Adjusted*		$306		$328		$368
Diluted Net Earnings Per Share - as Reported		$3.26		$3.09		$4.29
Diluted Net Earnings Per Share - as Adjusted*		$3.74		$3.98		$4.46
Net Cash Provided by Operations		$189		$324		$408
Return on Average Invested Capital - as Adjusted*		16.4%		16.5%		18.3%



(dollars in millions except earnings per share amounts)	2013			2014			2015
Net Sales		$2,953			$3,089			$3,023
Currency Neutral Sales Growth*	5		%	5		%	5		%
Diluted Net Earnings Per Share - as Reported		$4.29			$5.06			$5.16
Diluted Net Earnings Per Share - as Adjusted*		$4.46			$5.08			$5.25
Operating Profit - as Reported		$516			$592			$588
Operating Profit - as Adjusted*		$540			$601			$612
Net Cash Provided by Operations		$408			$518			$434

		27

VII.COMPENSATION DISCUSSION AND ANALYSIS		27 29
~~COMPENSATION COMMITTEE REPORT~~Compensation Committee Report		47 49

VIII.PROPOSAL III — ADVISORY VOTE ON EXECUTIVE COMPENSATION		48 50
IX. EXECUTIVE COMPENSATION	51
~~IX.EXECUTIVE COMPENSATION~~		49
Summary Compensation Table		49 51
All Other Compensation	53
Employment Agreements or Arrangements		51 54
Grants of Plan-Based Awards		51 54
Long-Term Incentive Plan		53 56
Equity Compensation Plan Information		54 58
Outstanding Equity Awards at Fiscal Year-End		55 59
Option Exercises and Stock Vested		57 61
Pension Benefits		58 61
Non-Qualified Deferred Compensation		59 63
Potential Payments upon Termination and Change in Control		61 64



¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



		International Flavors & Fragrances Inc. 521 West 57th Street New York, NY 10019


1.	Elect ~~twelve~~eleven members of the Board of Directors for a one-year term expiring at the ~~2015~~2017 Annual Meeting of Shareholders.


2.	Ratify the ~~appointment~~selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the ~~2014~~2016 fiscal year.


3.	Approve, on an advisory basis, the compensation of our named executive officers in ~~2013.~~2015.


4.	Transact such other business as may properly come before the ~~2014~~2016 Annual Meeting and any adjournment or postponement of the ~~2014~~2016 Annual Meeting.



	Sincerely,

	Andreas Fibig

~~Douglas D. Tough~~
Chairman and Chief Executive Officer


▪	“Innovating Firsts” — strengthening our position and driving differentiation in priority R&D platforms:


▪	Our Fragrance encapsulation portfolio improved double-digits on a currency neutral basis, led primarily by Fabric Care, as well as Toiletries and Home Care, which also grew double-digits.



¨	Preliminary Proxy Statement


▪	We launched four new captive and proprietary Fragrance Ingredient molecules.


▪	We fortified our market share position in North American Flavors, one of our key markets, with our acquisition of Ottens Flavors.


▪	North American Flavors grew 11%.


▪	Sales of our Flavors sweetness and savory modulation portfolio improved strong double-digits as we added two new natural taste modulators.


▪	Proprietary Flavors delivery systems grew strong double-digits globally given the expansion into additional categories.


▪	We continued to leverage our long-standing presence in emerging markets, which grew 5% on a currency neutral basis, led by double digit growth in the Middle East and Africa.


▪	From a category perspective, Home Care improved high single digits globally on a currency neutral basis.


▪	We continued our commitment to sustainability and innovation, winning multiple global sustainability certifications.


▪	Our largest Flavors customer awarded us an innovation award for North America.


▪	We continued to expand our relationships with regional customers and achieved additional core list status with several key customers across both flavors and fragrances.


▪	During 2015, we negotiated and closed two acquisitions that fit into our Vision 2020 strategy.


▪	Through our acquisition of Ottens Flavors in May 2015, we expanded our flavors position in North America and increased our penetration of small and mid-size customers.


▪	Our acquisition of Lucas Meyer Cosmetics expanded our ingredients offerings into the cosmetic industry thereby allowing us to build greater customer intimacy and entry into the skin care and hair care businesses.



	Page
I.ANNUAL MEETING INFORMATION		1

II.PROPOSAL I — ELECTION OF DIRECTORS		4

			5
III. CORPORATE GOVERNANCE	11
~~III.CORPORATE GOVERNANCE~~		10
Corporate Governance Guidelines		10	11
Independence of Directors		10	11
Other Information	11
Board Leadership Structure		10	12
Board Committees		11	12
Board and Committee Meetings		11	13
Audit Committee		12	13
Compensation Committee		12	14
Nominating and Governance Committee		14	16
Director Candidates		14	16
Risk Management Oversight		15	18
Related Person Transactions		16	19
Code of Business Conduct and Ethics		17	19
Share Retention Policy		17	20
Equity Grant Policy	20
Policy Regarding Derivatives, Short Sales, Hedging and Pledges		18	20
IV. DIRECTORS’ COMPENSATION	20
~~IV.DIRECTORS’ COMPENSATION~~		18
Annual Director Cash and Equity Compensation		18	21
Annual Committee Chair and Lead Director Compensation		18	21
Participation in our Deferred Compensation Plan		18	21
Other		18	21
~~Changes to Directors’ Compensation~~		20

V.SECURITIES OWNERSHIP OF MANAGEMENT, DIRECTORS AND CERTAIN OTHER PERSONS		21	23

VI.PROPOSAL II — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		24	25
Principal Accountant Fees and Services		24	26
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services		25	27
~~AUDIT COMMITTEE REPORT~~Audit Committee Report		25

~~Other Separation Arrangements~~			63
~~Payments and Benefits Upon a Change in Control and Various Types of Terminations~~		64

	Page
X.OTHER MATTERS		67 72
Section 16(a) Beneficial Ownership Reporting Compliance		67 72
Proxy Solicitation Costs		67 72
Shareholder Proposals		67 72
Shareholder Communications		68 73
Electronic Delivery		68 73
Householding		68 73
Available Information		69 73

EXHIBIT A: GAAP to Non-GAAP Reconciliations


A:	At the ~~2014~~2016 Annual Meeting you will be asked to vote on the following ~~three~~ proposals. Our Board recommendation for each of these proposals is set forth below.



~~Proposal~~		~~Board~~ ~~Recommendation~~
Proposal		Board Recommendation
1.	To elect ~~twelve~~eleven members of the Board of Directors, each to hold office for a one-year term expiring at the ~~2015~~2017 Annual Meeting of Shareholders.	FOR each Director Nominee

2.	To ratify the ~~appointment~~selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the ~~2014~~2016 fiscal year.	FOR

3.	To approve, on an advisory basis, the compensation of our named executive officers in ~~2013,~~2015, which we refer to as “Say on Pay.”	FOR


A:	Holders of our common stock at the close of business on March ~~17, 2014,~~8, 2016, are entitled to vote their shares at the ~~2014~~2016 Annual Meeting. As of March ~~17, 2014,~~8, 2016, there were ~~81,242,950~~79,685,747 shares of common stock issued, outstanding and entitled to vote. Each share of common stock issued and outstanding is entitled to one vote.

Q:
Q:	What constitutes a quorum, and why is a quorum required?

Q:
Q:	What is the difference between a “shareholder of record” and a “street name” holder?


A:	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.

Q:	~~How many votes~~
Q:	What are ~~needed~~the requirements to elect the director nominees and to approve each of the ~~other proposals?~~proposals in this proxy statement?