IFF Approves Executive Transaction Incentive Awards & Amends Bylaws

Executive Summary

On November 3, 2026, International Flavors & Fragrances Inc. (NYSE: IFF) filed a Current Report on Form 8-K reporting two corporate developments:

1. Item 5.02: Approval of one-time Transaction Incentive Awards for executive leadership linked to the successful closing of the sale of its Food Ingredients business.
2. Item 5.03: Adoption of Amended and Restated Bylaws to allow virtual/hybrid shareholder meetings.

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Item 5.02: Executive Transaction Incentive Awards

On November 2, 2026, the IFF Board of Directors approved transaction incentive awards designed to align executive priorities with the successful closing and transition of the Food Ingredients divestiture (originally announced June 1, 2026).

Key Terms:

• Contingency: Awards are strictly contingent on the closing of the Transaction. If the definitive agreement is terminated, all awards are forfeited.
• Chief Executive Officer (J. Erik Fyrwald): Awarded $700,000 grant date value in Restricted Stock Units (RSUs) under the 2021 Plan, featuring 3-year cliff vesting to align with long-term post-transaction share performance.
• Other Named Executive Officers: Awarded cash bonuses payable in a single lump sum three months following closing, subject to continuous employment through the payment date:
  • Michael DeVeau (CFO): $700,000 (Cash)
  • Leticia Gonçalves Lourenço (President, Health & Biosciences): $700,000 (Cash)
  • Yuvraj Arora (President, Taste & CCO): $350,000 (Cash)

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Item 5.03: Amended and Restated Bylaws

Effective October 28, 2026, the Board approved updated Bylaws (Exhibit 3.1) primarily to:

• Authorize shareholder meetings to be held solely by means of remote communication or via hybrid physical/virtual formats.
• Permit modern electronic communications for notice and shareholder participation, consistent with New York Business Corporation Law.

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Market & Trading Significance

• Impact: Low.
• Analysis: These compensatory awards represent deal-contingent retention/closing incentives of moderate size (~$2.45 million aggregate across named executive officers), standard for large corporate divestitures. The bylaw revisions are routine governance updates modernizing annual meeting protocols.