UNITED
STATES
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): September 8,
2009
INTERNATIONAL
FLAVORS & FRAGRANCES INC.
(Exact
Name of Registrant as Specified in its 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
of
incorporation)
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(Commission
file number)
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(I.R.S.
employer
identification
no.)
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521
West 57th Street
New
York, New York
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10019
(Zip
Code)
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(Address
of principal executive offices)
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Registrant’s telephone number, including area
code: (212)
765-5500
Not
Applicable
(Former
name or former address, if changed since last report)
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
Resignation
of Robert Amen; Appointment of Douglas D. Tough as Chairman, and as Chief
Executive Officer in early 2010; Appointment of Interim office of
CEO
On
September 14, 2009, the Company issued a press release announcing that Robert
Amen has resigned his role of Chairman of the Board of Directors (“Chairman”)
and Chief Executive Officer (“CEO”) of the Company effective September 30, 2009,
and that Douglas D. Tough, currently a Company Board member and chief executive
officer and managing director of Ansell Limited (“Ansell”), will assume the
position of non-executive Chairman effective October 1, 2009, and executive
Chairman and CEO when his contract with Ansell expires, no later than the end of
the first quarter 2010. Pending Mr. Tough’s assumption of his title
and duties as CEO, beginning October 1, 2009, the Company will establish a
temporary Office of the CEO, which will be comprised of three current Company
executives, Chief Financial Officer, Kevin Berryman; Group President,
Fragrances, Nicolas Mirzayantz; and Group President, Flavors, Hernan
Vaisman. Each of these executives will remain in their current
positions while carrying out their Office of the CEO
responsibilities. The Office of the CEO will report to Mr. Tough as
non-executive Chairman.
In
connection with Mr. Tough’s assumption of the positions of Chairman and CEO, the
Company entered into a letter agreement (the “Agreement”) with Mr. Tough, a copy
of which is attached hereto as Exhibit 10.1 and the terms and conditions of
which are incorporated herein by reference. Mr. Tough’s employment
will be on an at-will basis until terminated by either party and he will be
entitled to the following compensation: (1) annual base salary of
$1,200,000; (2) a bonus under the Company’s Annual Incentive Plan (“AIP”)
of 120% of base salary, at target, up to 240% of base salary at maximum, subject
to achievement of applicable performance objectives; (3) participation in the
Company’s Long-Term Incentive (“LTI”)
program with a target value under each award of $2,000,000, subject to
achievement of applicable performance objectives, prorated for the 3-year cycles
ending 2010 and 2011; (4) participation in the Company’s Equity Choice Program
and LTI program commencing with awards granted to senior executives in 2010;
(5) participation in all of the Company’s employee and executive benefit
plans and programs for its senior executives, annual paid vacation, and
Company-provided senior executive perquisites or as otherwise approved for him
by the Board or the Compensation Committee; (6) on the effective date of his
employment, a sign-on award under the Equity Choice Program having a face value
of $750,000 subject to continued employment (except as provided below) and
vesting on the first anniversary of the effective date of his employment; and
(7) on July 1, 2010, a special bonus in the amount of $500,000. Mr.
Tough is entitled to be indemnified by the Company to the full extent provided
by law.
Mr. Tough
will participate in the Executive Severance Policy (“ESP”).
In the event Mr. Tough’s employment is terminated by the Company without Cause
or by Mr. Tough for Good Reason (each as defined in the Agreement), separation
benefits due Mr. Tough under the ESP will not be less than (i) a pro rata AIP
bonus for the year of termination based on actual performance and paid when AIP
bonuses are paid generally, (ii) payroll installments of severance for 2 years
in the aggregate amount equal to 2 times the sum of Mr. Tough’s annual base
salary and target AIP amount (a reduced amount and payment period applies for a
termination after attaining age 63), and (iii) continued participation in the
Company’s welfare benefit plans during the severance pay period at active
employee rates. If such termination occurs prior to July 1, 2010, Mr.
Tough will be paid his special bonus, and if such termination occurs prior to
the first anniversary of the effective date of Mr. Tough’s employment, his
sign-on award under the Equity Choice Program will become vested on a pro rata
basis. If such termination occurs on or within 2 years after a Change
in Control (as defined in the ESP), the above separation benefits are modified
to provide a severance payment multiple of “3” and 36-month payment period,
instead of “2” and 24 months, (and a reduced amount and payment period for a
termination after attaining age 63). Mr. Tough will not be
entitled
to any payment (including any tax gross-up) respecting taxes he may owe under
Internal Revenue Code Section 4999 (so-called “golden parachute
taxes”). The separation benefits payments are subject to Mr. Tough’s
delivery to the Company of an executed general release, resignation from all
offices, directorships and fiduciary positions with the Company and continued
compliance with the restrictive covenants below.
Under the
Agreement, Mr. Tough is subject to restrictive covenants regarding
non-competition, non-solicitation, confidentiality, cooperation and
non-disparagement. Upon a termination of Mr. Tough’s employment for any reason,
the non-competition and non-solicitation covenants continue to apply for 2 years
(or a shorter period if he had attained age 63). If Mr. Tough’s employment
terminates prior to a Change in Control and he fails to comply with the
restrictive covenants, Mr. Tough’s unexercised options and SARs, and any other
unvested award will be immediately forfeited and canceled, no further separation
benefits will be provided and Mr. Tough may be subject to a claw-back with
respect to any paid separation benefits and certain other amounts.
Mr. Tough
will cease to receive compensation as a Company Board member once he assumes his
duties as CEO.
A copy of
the Company’s press release concerning the resignation of Mr. Amen, the
appointment of Mr. Tough as Chairman and Chief Executive Officer, and the
interim appointments of Mr. Berryman, Mr. Mirzayantz and Mr. Vaisman to the
Office of the Chief Executive Officer is furnished as Exhibit
99.1. The summary of Mr. Tough’s employment terms, above, is
qualified in all respects by the terms and conditions of Mr. Tough’s
Agreement.
Item
7.01. Regulation FD Disclosure.
In
connection with the matters disclosed under Item 5.02, a copy of the press
release concerning this is furnished herewith as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Description
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10.1
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Letter
Agreement between International Flavors & Fragrances Inc. and Douglas
D. Tough, dated
September 8, 2009.
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99.1
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Press
Release issued by International Flavors & Fragrances Inc. on September
14, 2009.
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SIGNATURES
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:
September 14, 2009
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By:
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/s/ Dennis M. Meany |
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Dennis M.
Meany
Senior Vice President,
General Counsel
and
Secretary
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EXHIBIT
INDEX
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Exhibit
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Description |
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10.1
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Letter
Agreement between International Flavors & Fragrances Inc. and Douglas
D. Tough, dated
September 8, 2009.
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99.1
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Press
Release issued by International Flavors & Fragrances Inc. on September
14, 2009.
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