IFF appoints Icahn's Gary Hu to board; settles activist dispute

INTERNATIONAL FLAVORS & FRAGRANCES INC

Gary Hu (Icahn Capital portfolio manager) appointed to IFF Board effective Feb 1, 2023; joins Audit and Transaction Committees.
Director Kare Schultz resigned effective same date; no disagreement with IFF.
Cooperation agreement includes standstill, voting provisions, and poison pill threshold of 15% beneficial ownership unless ratified within 270 days.
Icahn Group must maintain net long position of at least 1,875,000 IFF shares for the duration of the agreement.
Agreement terminates 35 days before the 2024 annual meeting advance notice deadline or when Hu leaves the Board.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

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Departed

Kare Schultz

Director

IFF · INTERNATIONAL FLAVORS & FRAGRANCES INC

Effective: 2023-02-01
Filed: February 2, 2023, 6:59 PM ET

the Board of the Company accepted the resignation of Director Mr. Kare Schultz, effective February 1, 2023.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Kare Schultz resigned as Director at INTERNATIONAL FLAVORS & FRAGRANCES INC.

Action: resigned
Role: Director

Exact text from the filing

the Board of the Company accepted the resignation of Director Mr. Kare Schultz, effective February 1, 2023.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

INTERNATIONAL FLAVORS & FRAGRANCES INC entered into Cooperation Agreement with Carl C. Icahn and the persons and entities listed therein (collectively, the "Icahn Group") (effective 2023-02-01).

Action: entry
Counterparty: Carl C. Icahn and the persons and entities listed therein (collectively, the "Icahn Group")
Effective: 2023-02-01

Exact text from the filing

On February 1, 2023, International Flavors & Fragrances, Inc. (the " Company ") entered into a Cooperation Agreement (the " Agreement ") with Carl C. Icahn and the persons and entities listed therein (collectively, the " Icahn Group ")

View on SEC.gov

272 material agreements filed in the last 30 days. Browse all material agreements →

INTERNATIONAL FLAVORS & FRAGRANCES INC filing history →

Source: SEC EDGAR

accession 0001193125-23-022096

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