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
Date of report (Date of earliest event reported) January 29, 2007
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-4858 13-1432060
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 29, 2007, the Compensation Committee of the Company's Board of
Directors, with the assistance of independent compensation consultants, changed
the Company's 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"), will have 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, which will be determined by the Compensation Committee no later
than March of each year. The corporate objectives and the derivative regional
and/or category objectives for 2007 under the AIP, which the Compensation
Committee approved on January 29, 2007, 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 January 29, 2007,
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 will have a range of potential
awards, both above and below target, which will be 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. For 2007, as approved by the Compensation Committee on January
29, 2007, the CEO's target award is 120% of base salary and the Flavors and
Fragrances Group Presidents' and other Senior Vice Presidents' target award is
60% of base salary.
Subject to the approval of the Compensation Committee, at the end of each
year, based on the achievement for the year against the specific quantitative
and non-financial objectives and based upon individual performance, the CEO may
recommend that the Compensation Committee allocate AIP awards upwards or
downwards among executive officers so long as the total AIP amount that is
available based on actual achievement is not exceeded and so long as no
executive officer is paid more than 200% of that officer's target award. The
Compensation Committee also has negative discretion with respect to awards under
the AIP.
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 2007 under the AIP.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Performance Criteria for 2007 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.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
Dated: January 31, 2007 By: /s/ Dennis M. Meany
________________________________________
Name: Dennis M. Meany
Title: Senior Vice President, General
Counsel and Secretary
EXHIBITS INDEX
Exhibit Number Exhibit Description
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10.1 Performance Criteria for 2007 under the Company's Annual Incentive Plan
EXHIBIT 10.1
Performance Criteria for 2007 under the Company's Annual Incentive Plan
For 2007, the corporate performance objectives and the derivative regional
and/or category objectives under the Company's Annual Incentive Plan, which the
Compensation Committee of the Company's Board of Directors approved on January
29, 2007, 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 January 29, 2007, 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.