International Flavors & Fragrances Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten members of the Board of Directors to serve one-year terms expiring at the 2027 Annual Meeting of Shareholders.

2. 2

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Vote on Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the 2025 performance year as disclosed in this proxy statement.

   More detail

   This non-binding management proposal asks shareholders to approve the Company’s disclosed 2025 executive compensation (the ‘Say on Pay’ vote). Management seeks shareholder endorsement to validate its pay-for-performance framework that combines short-term cash incentives (AIP) and long-term equity awards (PSUs and RSUs) tied to financial and shareholder-return metrics. The Company emphasizes that a meaningful portion of NEO pay is at-risk and performance-based, with 2025 changes to incentive design to emphasize profitable growth, cash generation and margin expansion. Relevant context includes the 2025 AIP metrics (currency-neutral sales growth and EBITDA), the 2023–2025 PSU cycle outcome (0% payout due to unmet thresholds), and the 2025 PSU design tied to EBITDA margin, relative TSR versus S&P 500 Chemicals, and employee engagement. The Board’s recommendation rests on governance safeguards described in the proxy—regular committee oversight, independent consultant input, clawback policies, no tax gross-ups, and alignment with shareholder feedback. Management frames the vote as an important non-binding signal that the Board will consider when setting future pay practices and metrics, while retaining discretion to refine programs in response to performance and investor input. Given the mixed realized outcomes (near-target AIP but zero PSU payout for the completed cycle), the proposal highlights the Board’s commitment to pay outcomes that reflect actual performance rather than guaranteed awards. The recommendation to vote FOR is presented as supporting continuity of the current compensation framework that the Board believes drives long-term shareholder value and executive alignment with strategic priorities.

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When is the International Flavors & Fragrances Inc 2026 annual meeting?

International Flavors & Fragrances Inc (IFF) holds its 2026 annual shareholder meeting on Wednesday, April 29, 2026.

What is the record date for the International Flavors & Fragrances Inc 2026 meeting?

The record date for the International Flavors & Fragrances Inc 2026 meeting is Tuesday, March 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for International Flavors & Fragrances Inc's 2026 meeting?

The board is presenting 10 director nominees at the International Flavors & Fragrances Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the International Flavors & Fragrances Inc 2026 meeting?

Shareholders will vote on 3 proposals at the International Flavors & Fragrances Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.