International Flavors & Fragrances AGM: Directors Elected, PwC Ratified, Say-on-Pay Approved

Key Points

• All 10 director nominees were elected at IFF’s 2026 annual meeting, with the board acknowledging that Kathryn J. Boor, Mark J. Costa and John F. Ferraro are not standing for re-election and a quorum was established from 255,437,821 outstanding shares.
• PricewaterhouseCoopers LLP was ratified as the company’s independent auditor for fiscal 2026 and the advisory Say-on-Pay proposal was approved, with preliminary majority votes reported and final results to be included in the company’s Form 8‑K.

International Flavors & Fragrances NYSE: IFF held its 2026 annual meeting of shareholders on April 29 via live webcast, with the company citing expanded access, improved communication, and cost savings as reasons for the virtual format. Corporate Secretary Brynn Samson said shareholders were able to vote and submit questions during the meeting using control numbers provided with proxy materials.

Quorum and shares outstanding

Samson said Broadridge Financial Solutions, Inc. provided an affidavit showing that notice of the meeting was given to shareholders. As of the March 3, 2026 record date, the company had 255,437,821 outstanding shares of common stock, each entitled to one vote, according to Samson. The Inspector of Elections informed the company that a majority of shares were represented by proxy or in person, establishing a quorum.

Board nominees and director transitions

Board Chair Kevin O’Byrne called the meeting to order shortly after 10:00 a.m. Eastern and appointed Dianne Allen of Broadridge Financial Solutions, Inc. as Inspector of Elections. O’Byrne introduced the director nominees standing for election and also recognized three directors not standing for re-election, thanking Kathryn J. Boor, Mark J. Costa, and John F. Ferraro for their service and contributions.

The company put forward 10 nominees for election to one-year terms, with the board recommending votes “for” each nominee. The nominees listed during the meeting were:

• Virginia C. Drosos
• Paul J. Fribourg
• J. Erik Fyrwald
• Brett Icahn
• Cynthia T. Jamison
• Mehmood Khan
• Jesus B. Mantas
• Richard Mulligan
• Kevin O’Byrne
• Dawn C. Willoughby

Audit firm ratification and Say-on-Pay vote

Shareholders also considered two additional proposals: ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the 2026 fiscal year, and an advisory vote to approve the compensation of named executive officers for 2025 (“Say on Pay”).

According to the meeting presentation, the audit committee selected PwC for 2026. While shareholder ratification was described as not required, the board submitted the selection for a vote “as a matter of good corporate practice,” with the board recommending a vote in favor. For the Say-on-Pay proposal, the board recommended a vote to approve the compensation paid to the named executive officers in 2025, as described in the proxy statement.

Preliminary voting results and meeting close

After voting opened and then closed during the webcast, Samson reported preliminary tabulation results from the Inspector of Elections. She said an affirmative vote of a majority of votes cast supported each proposal: the election of each director nominee, the ratification of PwC, and approval of the Say-on-Pay proposal.

O’Byrne declared that all nominees had been duly elected, PwC’s appointment had been ratified, and the Say-on-Pay proposal had been approved. He said the final vote tabulation would be included in the minutes and reported in the company’s Form 8-K filing with the U.S. Securities and Exchange Commission.

Following the formal meeting adjournment, the company opened a question-and-answer period with O’Byrne, J. Erik Fyrwald, Chief Financial Officer DeVeau, General Counsel Steve Landsman, and Chief People and Culture Officer Deb Borg available to respond. The operator stated that there were no questions related to the meeting submitted through the portal, and O’Byrne closed by thanking shareholders for their participation and support before the webcast concluded.

About International Flavors & Fragrances NYSE: IFF

International Flavors & Fragrances Inc NYSE: IFF is a global leader in the creation and production of flavors, fragrances, cosmetic actives and nutritional lipids. The company develops taste and scent solutions for a wide array of end markets including food and beverage, personal care, household goods and pharmaceutical products. Its portfolio spans natural and nature-identical flavors, fine fragrances, functional ingredients for skin and hair care, and specialty oils that enhance nutritional value and sensory appeal.

IFF's research and development network comprises innovation centers in North America, Europe, Asia-Pacific and Latin America, where multidisciplinary teams collaborate on aroma chemistry, sensory science and biotechnology.

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