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): November 4, 2025 (October 29, 2025)
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-4858 | 13-1432060 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 521 West 57th Street New York, New York 200 Powder Mill Road Wilmington, Delaware | 10019 19803 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 765-5500
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value 12 1/2 cents per share | IFF | NYSE | ||
| 1.800% Senior Notes due 2026 | IFF 26 | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 29, 2025, the Board of Directors (the “Board”) of International Flavors & Fragrances Inc. (the “Company”) approved and adopted amended and restated bylaws (as amended, the “Bylaws”), effective immediately. The amendments to the Bylaws include:
| • | updating committee nomenclature and references, along with other administrative, modernizing and conforming changes throughout; |
| • | revising the indemnification right to clarify that the Company will indemnify directors, officers and certain other specified individuals serving at the Company’s request to the fullest extent permitted by the New York Business Corporation Law; and |
| • | adding a severability clause in the indemnification article providing that if any provision thereof is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remainder will remain in full force and effect. |
The foregoing summary of the amendments made to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| Amended and Restated Bylaws of International Flavors & Fragrances, Inc. | |
| 104 | Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | ||
| By: | /s/ Stephen Landsman | |
| Name: | Stephen Landsman | |
| Title: | Executive Vice President, General Counsel | |
| Date: November 4, 2025 |