SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event
reported)
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April
14, 2009
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INTERNATIONAL
FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as
Specified in
Charter)
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New
York
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1-4858
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13-1432060
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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521
West 57th Street, New York, New York
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(212)
765-5500
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)
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Item
1.01 Entry
into a Material Definitive Agreement
In
connection with the election of Kevin Berryman as Executive Vice President and
Chief Financial Officer of International Flavors & Fragrances Inc. (the
“Company”), the Company will enter into the same Indemnification Agreement with
Mr. Berryman that the Company has entered into with its other
officers. Pursuant to that agreement, the Company will indemnify Mr.
Berryman against certain expenses (including attorneys’ fees), judgments, fines,
penalties and settlement amounts that may be incurred by him in connection with
civil, criminal or other claims or other proceedings that may result from his
service as an officer of the Company or in such other capacities as the Company
may request, except if his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or if he personally gained a financial profit or other advantage to
which he was not legally entitled. The Indemnification Agreement also
provides for the advancement of expenses. The form of the
Indemnification Agreement was filed by the Company on July 28, 2008 as Exhibit
10.1 to a Current Report on Form 8-K.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April
16, 2009, the Company issued a press release announcing the election on April
14, 2009 of Kevin Berryman, age 50, as the Company’s Executive Vice President
and Chief Financial Officer, effective May 15, 2009. In connection
with Mr. Berryman’s election, Richard A. O’Leary will step down from his role as
Interim Chief Financial Officer of the Company, which he has held since July
2008, and will continue to serve as Vice President, Corporate
Development.
Mr.
Berryman was employed by Nestlé S.A., an international food and beverage
company, for 23 years, serving as Chief Financial Officer, Americas for Nestlé
Professional since 2008. He served as Senior Vice President Group
Control of Nestlé S.A. from 2006 until 2008 and as Chief Financial Officer,
Nestlé Purina PetCare Company from late 2001 until 2006.
In
connection with his appointment as Executive Vice President and Chief Financial
Officer, Mr. Berryman will receive an annual base salary of $500,000 and
will have a target annual incentive compensation award under the Company’s
Annual Incentive Plan equal to 80% of base salary, with the opportunity to earn
annual incentive compensation of up to 160% of base salary (or 200% of target)
based on the Company’s achievement of certain performance goals. Mr.
Berryman will also be entitled to participate in the Company’s Long-Term
Incentive Plan as follows: (a) for each of the 2007-2009 and
2008-2010 performance cycles, Mr. Berryman’s target award will be 80% of base
salary with the four segments during each cycle being pro-rated as if he were
employed by the Company for the full 2009 year, and (b) for the 2009-2011
performance cycle, Mr. Berryman’s target award will be 80% of base
salary. With regard to each LTIP cycle, the actual award could be
higher or lower, depending on the Company’s performance, and any earned award
will be paid 50% in stock and 50% in cash. The Company has also
agreed to pay Mr. Berryman a sign-on bonus of $100,000 (less applicable tax
withholdings) within 30 days of his first day of employment.
Mr.
Berryman will be entitled to participate in the Company’s Equity Choice Program
under the Company’s 2000 Stock Award and Incentive Plan with a standard award
value of $400,000. Under this program, he is entitled to elect to
receive his total award value in one or more of the following three forms of
equity: (i) Stock Settled Appreciation Rights; (ii) Purchased Restricted Stock;
and/or (iii) Restricted Stock Units (“RSUs”). In addition, on his
commencement of employment, Mr. Berryman will be granted RSUs valued at
$500,000, which will vest on the anniversary date of the grant date at 20% per
year for five years.
Mr.
Berryman will be eligible to participate in all employee and executive benefit
plans and programs which the Company has adopted or may adopt for the benefit of
its senior executives, subject to the terms thereof; annual paid vacation in
accordance with the Company’s policy applicable to senior executives; and all
perquisites which other senior executives of the Company are generally entitled
to receive in accordance with Company policy or as otherwise approved for him by
the Board or the Compensation Committee, including a Company-provided automobile
(or an allowance in lieu of a Company-provided automobile), financial planning
and tax preparation assistance and a Company payment toward a health club
membership.
The
Company will provide relocation assistance to Mr. Berryman in accordance with
Company policy, including assistance in selling his current home, finding and
financing a suitable home in the new location and arranging for the transport of
his household goods. This assistance is in accordance with Company
policy except that in order for Mr. Berryman to obtain this benefit, his
relocation must be must be completed within two years from his employment start
date, instead of one year. In accordance with Company policy, Mr.
Berryman will be entitled to a one-time allowance in the amount of $41,700 to
cover incidental, non-reimbursable expenses associated with his
relocation. In addition, certain relocation expenses will be
grossed-up for tax purposes.
Mr.
Berryman will be a “Tier I” participant in the Company’s Executive Separation
Policy, which provides certain benefits in the event his employment is
terminated without cause either in connection with a change in control of the
Company or otherwise.
In
addition to his rights under the Indemnification Agreement to be executed, Mr.
Berryman is entitled to be indemnified by the Company to the full extent
provided by law.
There
were no related party transactions between the Company and Mr. Berryman
reportable under Item 404(a) of Regulation S-K.
A copy of
the Company’s press release concerning the election of Mr. Berryman as Executive
Vice President and Chief Financial Officer is furnished as Exhibit
99.1.
Item
7.01 Regulation
FD Disclosure
In
connection with the matters disclosed under Item 5.02, a copy of the press
release is furnished herewith as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
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99.1
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Press
Release issued by International Flavors & Fragrances Inc. on April 16,
2009.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INTERNATIONAL FLAVORS
&
FRAGRANCES INC.
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Dated:
April 16, 2009
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By:
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/s/ Dennis
M. Meany |
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Name:
Dennis M. Meany
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Title: Senior
Vice President,
General
Counsel and Secretary
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Document
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99.1
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Press
Release issued by International Flavors & Fragrances Inc. on April 16,
2009.
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