Additional Proxy Soliciting Materials (definitive) (defa14a)
March 20 2017 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY
STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment
No. )
Filed by the
Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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International Flavors
& Fragrances Inc.
(Name of
Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed
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*** Exercise Your
Right
to Vote ***
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Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 3, 2017.
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INTERNATIONAL FLAVORS &
FRAGRANCES INC.
INTERNATIONAL FLAVORS & FRAGRANCES
INC.
521 WEST 57TH STREET
NEW YORK, NY
10019
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Meeting Information
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Meeting Type:
Annual Meeting
For holders as of:
March 8, 2017
Date:
May 3, 2017
Time:
10:00 AM Eastern
Daylight Time
Location:
International Flavors & Fragrances Inc.
533 West 57th Street
New York, NY 10019
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You are receiving this communication because you hold shares in the
company named above.
This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see reverse
side).
We encourage you to access and review all of the important information
contained in the proxy materials before voting.
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See
the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT/FORM
10-K
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or
E-MAIL
Copy:
If you want to receive a paper or
e-mail
copy of
these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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1)
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BY INTERNET
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www.proxyvote.com
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2)
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BY TELEPHONE
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1-800-579-1639
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3)
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BY E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting
materials by
e-mail,
please send a blank
e-mail
with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests, instructions and other inquiries sent to this
e-mail
address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before April 19, 2017 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by
the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Voting Items
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The Board of Directors recommends you vote FOR all listed nominees, FOR Proposals 2, 3 and 5 and FOR 1 YEAR on Proposal 4.
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1.
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Elect eleven members of the Board of Directors for a one-year term expiring at the 2018 Annual Meeting of Shareholders.
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Nominees:
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1a.
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Marcello V. Bottoli
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1b.
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Dr. Linda Buck
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1c.
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Michael L. Ducker
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1d.
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David R. Epstein
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1e.
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Roger W. Ferguson, Jr.
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1f.
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John F. Ferraro
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1g.
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Andreas Fibig
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1h.
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Christina Gold
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1i.
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Henry W. Howell, Jr.
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1j.
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Katherine M. Hudson
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1k.
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Dale F. Morrison
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2.
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Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2017 fiscal year.
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3.
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Approve, on an advisory basis, the compensation of our named executive officers in 2016.
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4.
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Vote, on an advisory basis, on the frequency of votes on executive compensation.
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5.
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Approve a French Sub-Plan under the 2015 Stock Award and Incentive Plan.
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NOTE:
Such other business as may properly come before the meeting or any adjournment or postponement thereof.
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THIS IS NOT A PROXY CARD.
If you wish to cast your vote on a traditional proxy card, you must request that a paper copy of the proxy materials be mailed to you by following the instructions set
forth in this notice.
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