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IFF > SEC Filings for IFF > Form 8-K on 3-May-2013All Recent SEC Filings

Show all filings for INTERNATIONAL FLAVORS & FRAGRANCES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTERNATIONAL FLAVORS & FRAGRANCES INC


3-May-2013

Costs Associated with Exit or Disposal Activities, Submiss


Item 2.05. Costs Associated with Exit or Disposal Activities.

On May 3, 2013, International Flavors & Fragrances Inc. (the "Company") announced that it intends to close its fragrance ingredients manufacturing facility in Augusta, Georgia by July 2014 and plans to consolidate production into other Company facilities. A copy of the press release is furnished as Exhibit 99.1.

In connection with this closure, the Company expects to incur costs of $16-$21 million, consisting primarily of $10-$12 million in accelerated depreciation of fixed assets, $3-$4 million in personnel-related costs and $3-$5 million in plant shutdown and other related costs. Approximately $3-$4 million of these costs will be recorded in the second quarter of 2013, with the remainder expected to be recognized over the following four quarters. The Company expects that approximately 43 positions will be eliminated as a result of these decisions. The Company estimates that approximately $6-$9 million of the costs will result in future cash expenditures. Once fully implemented, the plant closure is expected to generate savings of approximately $6 to $8 million per year.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 30, 2013, the Company held its Annual Meeting of Shareholders. At the Annual Meeting, (i) twelve members were elected to serve as directors of the Company; (ii) the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013 was ratified; and
(iii) the compensation of the Company's named executive officers was approved in an advisory vote. Each of these proposals is described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 12, 2013 (the "Proxy Statement"). The final results for the votes regarding each proposal are set forth below.

The directors elected to the Company's Board for terms expiring at the Annual Meeting in the year 2014, as well as the number of votes cast for, votes cast against, votes abstained and broker non-votes with respect to each of these individuals are set forth below:

                                                                               Broker
                                  For            Against        Abstain       Non-Votes
     Marcello V. Bottoli        62,910,824         867,505       391,230       3,333,688
     Linda B. Buck              63,687,000          92,837       389,722       3,333,688
     J. Michael Cook            61,388,419       2,391,439       389,701       3,333,688
     Roger W. Ferguson, Jr.     62,750,363       1,025,307       393,889       3,333,688
     Andreas Fibig              63,624,726         139,019       405,814       3,333,688
     Christina Gold             63,672,774          93,315       403,470       3,333,688
     Alexandra A. Herzan        62,879,833         898,954       390,772       3,333,688
     Henry W. Howell, Jr.       63,569,133         209,077       391,349       3,333,688
     Katherine M. Hudson        63,673,544          99,753       396,262       3,333,688
     Arthur C. Martinez         59,035,543       4,584,388       549,628       3,333,688
     Dale F. Morrison           63,625,550         153,118       390,891       3,333,688
     Douglas D. Tough           60,001,628       3,654,279       513,652       3,333,688


The proposal to ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent accountants for 2013 received the following votes:

                                                         Broker
                        For        Against    Abstain   Non-Votes
                     64,825,082   2,120,403   555,762       0

The advisory proposal to approve the compensation paid to the Company's named executive officers, as disclosed in the Company's Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure, received the following votes:

                                                          Broker
                       For        Against     Abstain    Non-Votes
                    59,056,848   2,734,437   2,378,274   3,333,668



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.        Description

99.1         Press release issued by International Flavors & Fragrances Inc. on May
             3, 2013.


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