IFF International Flavors and Fragrances Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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. Under the terms of those arrangements, each non-employee director receives, among other things, an annual cash retainer of $112,500, and an annual retainer of $122,500 paid in the form of Restricted Stock Units (“RSUs”) under the Company’s 2015 Stock Award and Incentive Plan, in each case prorated to reflect his service for a partial year. The cash retainer is paid in November of each year. Pursuant to the terms of the Company’s Equity Grant Policy, an RSU grant will be made to Mr. Williamson on September 1, 2017 and, thereafter, he will receive future RSU grants on the date of each annual meeting of shareholders. RSUs granted to directors cliff vest on the first anniversary of the grant date. Under the Company’s Share Retention Policy, each director must retain shares of Company common stock based on a targeted ownership level of five times the cash portion of the annual retainer (not including any retainer for service as a committee chairperson or lead director).