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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March
3, 2008
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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 |
13-1432060 |
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(State or Other
Jurisdiction
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(Commission |
(I.R.S.
Employer |
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of
Incorporation)
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File
Number) |
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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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
On March
3, 2008, the Compensation Committee of the Company's Board of Directors approved
the criteria and targets for the Company's 2008 Annual Incentive Plan ("AIP")
under the Company's 2000 Stock Award and Incentive Plan. Under the
AIP, each executive officer, including the Chief Executive Officer ("CEO"), has
an annual incentive award target based on the achievement of specific
quantitative financial corporate goals, derivative regional and/or category
performance goals and non-financial strategic initiatives, established by the
Compensation Committee by the end of March of each year. The
corporate objectives and the derivative regional and/or category objectives for
2008 under the AIP, which the Compensation Committee approved on March 3, 2008,
relate to increases in sales, earnings before interest and taxes and return on
investment. The non-financial strategic initiatives, which the
Compensation Committee also approved on March 3, 2008, relate to (i) customers,
including market share, customer satisfaction, service performance and product
quality, (ii) workforce, including managing talent and development, and (iii)
innovation, including new products, growth and return on product investment,
cost savings initiatives and research and development innovation.
Under the
AIP, each executive officer has a range of potential awards, both above and
below target, which are specified each year when the performance goals are
established. The amount paid to each executive officer, including the
CEO, following the end of the year will depend on the extent to which the
performance goals are achieved. Based on the specific quantitative
financial and non-financial objectives, if threshold performance is achieved for
the year, the executive officer may be paid 25% of his or her target award and
if maximum performance is achieved for the year, the executive officer may be
paid up to a ceiling of 200% of that officer's target award. Failure
to meet threshold performance for both the financial objectives and
non-financial strategic initiatives, based on the performance goals, will result
in no AIP award to the executive officer for that year. Each executive officer's
AIP target award is a stated percentage of his or her base salary.
Attached
as Exhibit 10.1 are the corporate performance objectives and the derivative
regional and/or category objectives, as well as the non-financial strategic
initiatives, for 2008 under the AIP.
At its
meeting held on March 3, 2008, the Compensation Committee, with the assistance
of its independent compensation consultant, established (or in the case of the
CEO, recommended to the Board for approval, and the Board approved on March 4,
2008) the compensation (effective as of April 1, 2008) for its senior
executives, including the executive officers who were named in the Company's
Proxy Statement for its 2007 Annual Meeting of Shareholders and who
are still employed by the Company (collectively, the "Named Executive
Officers"). Approved increased base salaries for the Named Executive Officers
are shown in the table below. The AIP target percentage and the Long-Term
Incentive Plan ("LTIP") target percentage of each Named Executive Officer's base
salary were not changed at the March 3, 2008 meeting. Under the AIP
and LTIP, each Named Executive Officer will be eligible to receive his AIP and
LTIP award target based on achievement against specific performance
goals.
At the
same meeting, the Compensation Committee also approved (or in
the case of the CEO, recommended to the Board for approval, and the Board
approved on March 4, 2008) the total value of the equity awards to be
granted to each eligible senior executive, including eligible Named Executive
Officers, under the Company's Equity Choice Program (the "Equity Choice
Program") under the Company's 2000 Stock Award and Incentive Plan ("2000 SAIP").
When
making its Equity Choice Program award determinations (or in the case of the
CEO, its recommendation), the Compensation Committee implemented a revised
method for allocating equity award values for eligible senior executives, as
follows: the equity award value for an eligible executive is set by the
Compensation Committee within a range of 50% above or below the general award
value established for each participant grade level. Under the Company's
Equity Choice Program each executive who is eligible for a grant of equity
awards will be entitled to choose from three alternative types of equity awards
and will be granted those equity awards under the 2000 SAIP up to his or her
total dollar award value. Grants of equity awards under the Equity
Choice Program, based on each eligible executive's election, are anticipated to
be made on the date of the Company's Annual Meeting of
Shareholders.
The
increased base salaries and the total value of Equity Choice Awards under the
Equity Choice Program for eligible Named Executive Officers are as
follows:
|
Name
|
Title
|
Increased
Base Salary
(effective April 1, 2008)
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Value
of Equity Choice
Award under Equity
Choice
Program
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Robert
M. Amen
|
Chairman
and Chief Executive
Officer
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No
increase
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$1,600,000
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Douglas
J. Wetmore
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Senior
Vice President and Chief
Financial Officer
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$480,000
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$225,000
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Nicolas
Mirzayantz
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Group
President, Fragrances
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No
increase
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$450,000
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Dennis
M. Meany
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Senior
Vice President, General Counsel
and Secretary
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$414,000
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$255,000
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Item
9.01. Financial Statements and Exhibits.
| (d) |
Exhibits |
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10.1 |
Performance Criteria
for 2008 under the Company's Annual Incentive
Plan |
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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INTERNATIONAL FLAVORS
& FRAGRANCES INC. |
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By: |
/s/
Dennis M. Meany |
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| Dated:
March 5, 2008 |
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Name: |
Dennis
M. Meany |
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Title: |
Senior
Vice President, General Counsel
and
Secretary |
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EXHIBITS
INDEX
| Exhibit
Number |
|
Exhibit
Description |
| -------------- |
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-------------------- |
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| 10.1 |
|
Performance Criteria
for 2008 under the Company's Annual Incentive
Plan |