International Flavors & Fragrances

(b) On February 21, 2023, Stephen Williamson notified International Flavors & Fragrances Inc. (the “Company”) of his decision to resign as a director from the Board of Directors (the “Board”) of the Company, effective March 10, 2023. Mr. Williamson 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. In addition, on February 21, 2023, Matthias Heinzel and Edward D. Breen informed the Company of their respective decisions not to stand for reelection at the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). Mr. Heinzel and Mr. Breen have each served as directors of the Board since 2021 and intend to retire from the Board upon the expiration of their respective terms at the 2023 Annual Meeting. Mr.

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.

On February 1, 2023, Mr. Dale F. Morrison, who is currently a director and Chair of the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) announced that he has tendered his resignation as a director and Chair of the Board, effective at the 2023 annual meeting of shareholders of the Company (the “2023 Annual Meeting”). Mr. Morrison 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. In connection with Mr. Morrison’s resignation as Chair of the Board, the Company announced that Mr. Roger W. Ferguson has been appointed Chair of the Board, subject to his re-election to the Board at the 2023 Annual Meeting. Mr.

On January 25, 2023, Ilene Gordon notified International Flavors & Fragrances Inc. (the “Company”) of her decision to resign as a director from the Board of Directors (the “Board”) of the Company, effective February 1, 2023. Ms. Gordon advised the Company that her 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.

On January 18, 2023, Dawn C. Willoughby was appointed to serve as a member of the Board of Directors (the “Board”) of International Flavors and Fragrances Inc. (“IFF”), effective February 1, 2023. Ms. Willoughby, age 53, currently serves as a director of J. M. Smucker Company, a manufacturer and marketer of branded food and beverage products, and as a director of TE Connectivity, an engineering, design and manufacturer of sensors and electrical connectivity solutions. From September 2014 to January 2019, she served as the Executive Vice President and Chief Operating Officer of The Clorox Company. There was no arrangement or understanding between Ms. Willoughby and any other persons, pursuant to which Ms. Willoughby was appointed to serve on the Board.

On December 27, 2022, Michael L. Ducker notified International Flavors & Fragrances Inc. (the “Company”) of his decision to retire as a director from the Board of Directors (the “Board”) of the Company, effective December 31, 2022. Mr. Ducker 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.

(b) On December 7, 2022, International Flavors & Fragrances Inc. (“IFF” or the “Company”) announced that Nicolas Mirzayantz, who is currently President of the Company’s Nourish division, will be leaving IFF on December 31, 2022. Mr. Mirzayantz’s departure following the transition period will be treated as a qualifying event for purposes of IFF’s executive severance policy. In addition, Mr. Mirzayantz’s awards granted on May 4, 2022 pursuant to the Company’s Equity Choice Program will be fully vested and issued on the original vesting date, and his awards granted on February 28, 2022 pursuant to the Long Term Incentive Plan Cycle XXII will be fully vested and paid based on actual performance on the original vesting date. (d) On December 2, 2022, Mark Costa was appointed to serve as a member of the Board of Directors (the “Board”) of the Company, effective January 1, 2023.

On October 6, 2022, International Flavors & Fragrances Inc. (“IFF”) announced that Francisco Fortanet, who is currently Executive Vice President, Global Operations Officer, will be leaving IFF on December 15, 2022, following a transition period. Mr. Fortanet’s departure following the transition period will be treated as a qualifying event for purposes of IFF’s executive severance policy.

Effective September 26, 2022, Beril Yildiz was appointed SVP, Chief Accounting Officer of International Flavors & Fragrances Inc. (“IFF”) replacing Marc H. Birenkrant who has served as Interim Corporate Controller and Chief Accounting Officer since June 30, 2022. Ms. Yildiz, age 44, has extensive experience in financial reporting and accounting. From April 2022 to present, Ms. Yildiz served as Vice President Americas Finance, Corporate Controller and Chief Accounting Officer at Revlon, Inc., and from September 2021 to March 2022 served as VP, Corporate Controller and Chief Accounting Officer. From 2019 to 2021, she served as Financial Controller, Asia Pacific Division at Colgate-Palmolive Company, and from 2018 to 2019 as Director of Financial Reporting, Technical Accounting and SOX Compliance. Previously, Ms. Yildiz was a Senior Manager at PricewaterhouseCoopers LLP.

Effective June 30, 2022, Marc H. Birenkrant was appointed Interim Corporate Controller and Chief Accounting Officer of International Flavors & Fragrances Inc. (“IFF”) replacing Robert Anderson, formerly Senior Vice President, Corporate Controller and Chief Accounting Officer of IFF who resigned effective June 30, 2022, as previously disclosed. Mr. Anderson’s resignation was not the result of any disagreement with IFF on any matter relating to IFF’s operations, policies or practices, including IFF’s accounting principles and practices and internal controls. Mr. Birenkrant, age 50, has been employed by IFF for approximately 14 years and has extensive experience in financial reporting and accounting. From 2017 to 2021, Mr. Birenkrant served as Finance Director, Consolidations and Financial Reporting, and from January 2022 to present served as VP, Corporate Finance.

On May 17, 2022, Robert Anderson, who is currently Senior Vice President, Corporate Controller and Chief Accounting Officer of International Flavors & Fragrances Inc. (“IFF”) resigned effective June 30, 2022.

On March 15, 2022, International Flavors & Fragrances Inc. (“IFF”) announced Dr. Susana Suarez Gonzalez, who is currently Chief Human Resources and Diversity & Inclusion Officer, will be leaving IFF on April 30, 2022, following a transition period. Effective March 15, 2022, Dr. Suarez Gonzalez will cease serving as IFF’s Chief Human Resources and Diversity & Inclusion Officer and Peter Sommers, currently VP, Global People Services, will serve as interim Chief Human Resources Officer while IFF conducts its internal and external search to identify Dr. Suarez Gonzalez’s replacement. Dr. Suarez Gonzalez’s departure following the transition period will be treated as a qualifying event for purposes of IFF’s executive severance policy.

by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the entry into the Agreement, on February 8, 2022, the Board approved and adopted an amendment to Article II, Section 2 of the Bylaws, effective immediately, to increase the size of the Board to fourteen directors. The foregoing description of the amended Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

(b) International Flavors & Fragrances Inc. (“IFF” or the “Company”) announced on September 30, 2021 that Mr. Andreas Fibig, who is currently Chief Executive Officer (“CEO”) of the Company and a director and Chair of the Company’s Board of Directors (the “Board”), planned to resign as CEO and a director and Chair of the Board following the appointment of a successor CEO. Effective February 14, 2022, Mr. Fibig will resign as CEO and a director and Chair of the Board. Mr. Fibig is expected to remain with the Company in a transition role for a short period of time. Mr. Dale F. Morrison will be appointed to serve as the non-executive Chair of the Board, effective February 14, 2022. Mr. Edward D. Breen will remain on the Board and will no longer serve as lead director following the appointment of Mr. Morrison as non-executive Chair of the Board.

On September 30, 2021, International Flavors & Fragrances Inc. (the “Company”) announced Mr. Andreas Fibig, who is currently Chief Executive Officer (“CEO”) of International Flavors & Fragrances Inc. (“IFF” or the “Company”) and a director and Chair of the Company’s Board of Directors (“Board”), plans to retire as CEO and a director and Chair of the Board. Mr. Fibig will continue in his current role as CEO and a director and Chair of the Board until the Board appoints a successor CEO, which is expected by early 2022. Mr. Fibig has also agreed to stay on after the appointment of a successor CEO to assist in the transition for a period of time to be mutually agreed by the Company and Mr. Fibig, but in no event later than June 30, 2022. Mr. Fibig’s departure following the appointment of a successor CEO will be treated as a qualifying event for purposes of IFF’s executive severance policy.

On September 16, 2021, International Flavors & Fragrances Inc. (the “Company”) announced Mr. Rustom Jilla, who is currently the Executive Vice President, Chief Financial Officer of International Flavors & Fragrances Inc. (“IFF” or the “Company”), will leave the Company, effective October 30, 2021. Mr. Jilla’s departure will be treated as a qualifying event for purposes of IFF’s executive severance policy. Mr. Jilla will continue to serve as Executive Vice President after September 27, 2021 and will assist with the transition. The Company has also announced that Mr. Glenn Richter has been appointed Executive Vice President, Chief Financial Officer, effective September 27, 2021. Mr. Richter, 59, served in various positions at TIAA from 2015 through his departure in July 2021. Most recently, Mr.

(b) Nicolas Mirzayantz, current President, Scent, has been appointed President of IFF’s Nourish division, effective September 1, 2021. Mr. Mirzayantz will succeed Kathy Fortmann, current President, Nourish, who has decided to pursue other opportunities outside of IFF. IFF veteran and current President, Global Consumer Fragrances, Christophe de Villeplee, will transition into the role of President, Scent. In his new role, Mr. Mirzayantz will remain on the Company’s Executive Committee and oversee the strategy and commercial and creative execution for the Nourish division. Mr. Mirzayantz has held positions of increasing responsibility throughout his 33-year career with IFF since joining in 1988. He has served as President, Scent since October 2018 and was our Group President, Fragrances from January 2007 to October 2018. Among his many roles, Mr.

Departure of Certain Directors and Officers As previously disclosed in IFF’s Current Report on Form 8-K filed with the SEC on January 11, 2021, effective as of the Closing Date, Marcello V. Bottoli, David R. Epstein, Katherine M. Hudson and Dr. Li-Huei Tsai resigned as members of the Board of Directors (the “Board”) of IFF. Richard O’Leary, who is currently co-leading IFF’s and DuPont’s joint Integration Management Office (“IMO”), will leave the company following the consummation of the transaction. Mr. O’Leary has agreed to remain with IFF for a period following the transaction close to ensure a smooth transition of his IMO responsibility. His departure will be treated as a qualifying event for purposes of IFF’s executive severance plan. Election of Directors Effective as of the Closing Date, the Board increased the size of the Board to thirteen directors and elected Kathryn J.

Departure of Directors; Election of Directors. On January 8, 2021, in anticipation of the closing (the “Closing”) of the previously announced combination of International Flavors & Fragrances Inc. (“IFF”) and the Nutrition & Biosciences business of DuPont de Nemours, Inc. (“DuPont”), the Board of Directors (the “Board”) of IFF elected Kathryn J. Boor, Edward D. Breen, Carol A. Davidson, Ilene Gordon, Matthias Heinzel and Kare Schultz to the Board with effect upon the Closing. Dr. Boor, Mr. Breen, Mr. Davidson, Ms. Gordon, Mr. Heinzel and Mr.

On August 19, 2020, Matthias Haeni informed International Flavors & Fragrances Inc. (“IFF” or the “Company”) of his intention to retire from IFF. Mr. Hanei will step down from his role as IFF’s current Divisional CEO, Taste, effective October 1, 2020, but will remain with IFF to support a smooth transition through the completion of the previously announced combination of IFF and the Nutrition & Biosciences business (“N&B”) of DuPont de Nemours, Inc. (“DuPont”) (the “Merger”). Mr. Haeni’s retirement upon consummation of the Merger will be treated as a qualifying event for purposes of IFF’s executive severance plan. IFF has also announced that Kathy Fortmann has been appointed IFF Divisional CEO, Taste, effective October 1, 2020. Upon completion of the previously announced Merger, Ms. Fortmann will assume the role of President, Taste, Food & Beverage. She will replace Mr.

In connection with the previously announced combination of IFF and the Nutrition & Biosciences business (“N&B”) of DuPont de Nemours, Inc. (“DuPont”), IFF and DuPont had announced that DuPont Executive Chairman and Chief Executive Officer, Ed Breen, will join the board of the combined company as a DuPont designee following the close of the transaction and will serve as Lead Independent Director starting June 1, 2021. On May 11, 2020, IFF and DuPont announced two additional DuPont director designees for the combined company. Matthias Heinzel, N&B President, and Carol A. (John) Davidson, a CPA with more than 30 years of leadership experience across multiple industries, will be appointed to join the board of the combined company following the close of the transaction.

(b) On December 16, 2019, International Flavors & Fragrances Inc. (the “Company”) appointed Richard A. O’Leary to the role of Executive Vice President, Integration Officer of the Joint Integration Office in connection with the Company’s previously announced merger with DuPont’s Nutrition & Biosciences (N&B) business. In this role, Mr. O’Leary will oversee the Company’s strategic planning efforts to integrate the N&B business with the Company. In connection with this appointment, Mr. O’Leary will step down from his role as the Company’s Executive Vice President and Chief Financial Officer effective January 20, 2020. The Company has also announced that Rustom Jilla will join its management team as Executive Vice President and Chief Financial Officer, effective January 20, 2020. Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On October 29, 2019, the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) elected Dr. Li-Huei Tsai to the Board and appointed her to the Compensation Committee of the Board. Dr. Tsai is Director of The Picower Institute for Learning and Memory, Department of Brain and Cognitive Sciences at the Massachusetts Institute of Technology. Dr. Tsai will participate in the non-employee director compensation arrangements described in the Company’s 2019 Proxy Statement, which was filed with the Securities and Exchange Commission on March 18, 2019.

On August 1, 2017, the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (“IFF” or the “Company”) elected Stephen Williamson, Senior Vice President and Chief Financial Officer of Thermo Fisher Scientific, to the Board. The Board also agreed to appoint Mr. Williamson as a member of the Audit Committee of the Board. A copy of the press release issued by the Company regarding these matters is being furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference. Mr. Williamson will participate in the non-employee director compensation arrangements described in IFF’s 2017 Proxy Statement, which was filed on March 20, 2017.

(b) and (c) Appointment of New Chief Financial Officer On October 11, 2016, International Flavors & Fragrances Inc. (the “Company”) issued a press release announcing the appointment of Richard A. O’Leary as Executive Vice President and Chief Financial Officer, effective immediately, and that Alison A. Cornell, the former Executive Vice President and Chief Financial Officer, has left the Company to pursue other opportunities. Mr. O’Leary, 56, joined the Company in 2007 and most recently served as the Company’s Senior Vice President, Controller and Chief Accounting Officer since July 2015. Previously, Mr.