Item 1.01 Entry into a Material Definitive Agreement.
On February 1, 2023, International Flavors & Fragrances, Inc. (the "Company")
entered into a Cooperation Agreement (the "Agreement") with Carl C. Icahn and
the persons and entities listed therein (collectively, the "Icahn Group"),
pursuant to which the Company agreed to appoint Gary Hu (the "Icahn Designee")
to the board of directors of the Company (the "Board") to fill a vacancy,
effective as of February 1, 2023. In addition, the Company has agreed to include
each of the Icahn Designee and Barry Bruno, a current member of the Board (the
"Independent Director" and, each, a "Subject Director") as part of the Company's
slate of nominees (collectively, the "2023 Slate") for election to the Board at
the 2023 annual meeting of stockholders (the "2023 Annual Meeting").
In connection with his appointment to the Board, the Board determined that
Mr. Hu qualifies as an independent director under the listing rules of the New
York Stock Exchange. Under the terms of the Agreement, the Icahn Group agreed
that it will not enter into any agreement with, or compensate, the Independent
Director with respect to his role or service as a director of the Company. In
addition, the Icahn Group confirmed that Mr. Bruno is not associated with the
Icahn Group.
In addition, under the terms of the Agreement, in the event a Subject Director
resigns or for any reason fails to serve or is not serving as a director
(subject to exceptions set forth in the Agreement, including as a result of such
director not being nominated by the Company to stand for election at an annual
meeting of stockholders subsequent to the 2023 Annual Meeting, following which
the Icahn Group's replacement rights shall terminate), then (i) in the case of
the Icahn Designee, a replacement designated by the Icahn Group who is
reasonably acceptable to the Board shall be added to the Board or as a nominee
on the 2023 Slate, as applicable, and (ii) in the case of the Independent
Director, a new independent director that is mutually acceptable to the Board
and the Icahn Group shall be added to the Board or as a nominee on the 2023
Slate, as applicable.
On the date of the Agreement, Mr. Hu was appointed to the Audit Committee of the
Board and the Transaction Committee of the Board. Mr. Bruno currently serves as
a member of the Audit Committee. In addition, for so long as the Icahn Designee
is a member of the Board, any Board consideration of appointment and employment
of the Company's chief executive officer and chief financial officer, mergers,
acquisitions of material assets, dispositions of material assets, or similar
extraordinary transactions, and voting with respect thereto, will take place
only at the full Board level or in committees at which the Icahn Designee is a
member.
So long as the Icahn Group holds a "Net Long Position", as defined in the
Agreement, in at least 1,875,000 shares of the Company's common stock (the
"Common Shares"), the Company will not adopt a Rights Plan, as defined in the
Agreement, with an "Acquiring Person" beneficial ownership threshold below 15.0%
of the then-outstanding Common Shares, unless (x) such Rights Plan provides
that, if such Rights Plan is not ratified by the Company's stockholders within
270 days of such Rights Plan being adopted, such Rights Plan shall automatically
expire and (y) the "Acquiring Person" definition of such Rights Plan exempts the
Icahn Group up to a beneficial ownership of 9.9% of the then-outstanding Common
Shares.
The Agreement also includes other customary voting, standstill and
non-disparagement provisions. The Agreement, including the standstill
restrictions on the Icahn Group, will terminate upon the later of (x) 35
calendar days before the advance notice deadline set forth in the bylaws of the
Company (the "Bylaws") for the Company's 2024 annual meeting of stockholders and
(y) the first day on which the Icahn Designee is not a member of the Board.
The foregoing description is qualified in its entirety by reference to the full
text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
In connection with the entry into the Agreement, the Company and the Icahn Group
will also enter into a Confidentiality Agreement, the form of which is included
as Exhibit B to the Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 1, 2023, the Board of the Company accepted the resignation of
Director Mr. Kare Schultz, effective February 1, 2023. Mr. Schultz advised the
Company that his decision did not result from any disagreement with the Company,
its management or the Board on any matter, whether related to the Company's
operations, policies, practices or otherwise.
Item 7.01 Regulation FD Disclosure.
On February 2, 2023, the Company issued a press release announcing the Company's
entry into the Agreement with the Icahn Group. A copy of the press release is
furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated
by reference herein.
The information in this item (including Exhibit 99.1) is being "furnished" and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Securities Act"), is not subject to the
liabilities of that section and is not deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Cooperation Agreement, dated as of February 1, 2023, by and among
International Flavors & Fragrances Inc. and the Icahn Group
99.1 Press release issued by International Flavors & Fragrances Inc., dated
February 2, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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INTERNATIONAL FLAVORS & FRAGRANCES INC. 
