Item 5.02 Departure of Directors; Election of Directors.
On January 8, 2021, in anticipation of the closing (the "Closing") of the
previously announced combination of International Flavors & Fragrances Inc.
("IFF") and the Nutrition & Biosciences business of DuPont de Nemours, Inc.
("DuPont"), the Board of Directors (the "Board") of IFF elected Kathryn J. Boor,
Edward D. Breen, Carol A. Davidson, Ilene Gordon, Matthias Heinzel and Kare
Schultz to the Board with effect upon the Closing. Dr. Boor, Mr. Breen,
Mr. Davidson, Ms. Gordon, Mr. Heinzel and Mr. Schultz will each serve as DuPont
director designees for the combined company pursuant to that certain Agreement
and Plan of Merger, dated as of December 15, 2019, by and among DuPont,
Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned
subsidiary of DuPont, IFF, and Neptune Merger Sub I Inc., a Delaware corporation
and wholly owned subsidiary of IFF.
The Board also appointed Mr. Davidson to the Audit Committee of the Board,
Ms. Gordon to the Compensation Committee of the Board, and Mr. Breen and
Mr. Schultz to the Nominating and Governance Committee of the Board, in each
case with effect upon the Closing.
Dr. Boor, age 62, is the Dean of the Graduate School and Vice Provost for
Graduate Education at Cornell University. Prior to her appointment to her
current role on October 1, 2020, Dr. Boor served as the Ronald P. Lynch Dean of
the College of Agriculture and Life Sciences at Cornell University since 2010.
Dr. Boor has served as a member of the Board of Directors of Seneca Foods
Corporation since January 2019. Dr. Boor also serves on various other boards and
councils including the US-Israel Binational Agricultural Research and
Development Fund, the Foundation for Food and Agriculture Research, the
International Life Sciences Institute, and the Boyce Thompson Institute. Dr.
Boor earned a B.S. in Food Science from Cornell University, an M.S. in Food
Science from the University of Wisconsin and a Ph.D. in Microbiology from the
University of California, Davis.
Mr. Breen is the Executive Chair and Chief Executive Officer of DuPont. Further
biographical information regarding Mr. Breen is included in the registration
statement on Form S-4 and the prospectus included therein, dated December 31,
2020, filed by IFF in connection with the transaction.
Mr. Davidson is the retired Senior Vice President, Controller and Chief
Accounting Officer of Tyco International Ltd. Further biographical information
regarding Mr. Davidson is included in the registration statement on Form S-4 and
the prospectus included therein, dated December 31, 2020, filed by IFF in
connection with the transaction.
Ms. Gordon, 67, is the retired Chairman, President and Chief Executive Officer
of Ingredion Incorporated since August 2018. Ms. Gordon previously served as
Executive Chairman of the Board of Ingredion Incorporated from January 2018 to
July 2018, and Chairman of the Board, President and Chief Executive Officer from
May 2009 to December 2017. Ms. Gordon has served as a member of the Board of
Directors of International Paper Company since 2012 and Lockheed Martin
Corporation since 2016. Ms. Gordon was President and Chief Executive Officer of
Rio Tinto's Alcan Packaging, a multinational business unit engaged in the
production of flexible and specialty packaging, from 2007 to 2009 and held
various senior management positions of increasing responsibility at its
affiliate and predecessor companies from 1999 to 2007. Ms. Gordon also serves on
the Board of Trustees and as Vice Chair of The Conference Board.
Mr. Heinzel currently is President, Nutrition & Biosciences at DuPont, and will,
effective April 1, 2021, at the latest, join the Executive Board of Merck KGaA
with board responsibility for its Life Sciences business sector. Further
biographical information regarding Mr. Heinzel is included in the registration
statement on Form S-4 and the prospectus included therein, dated December 31,
2020, filed by IFF in connection with the transaction.
Mr. Schultz, 59, has served as President and CEO of Teva Pharmaceutical
Industries Ltd. and as a member of its Board of Directors since November 1,
2017. From May 2015 to October 2017, Mr. Schultz served as President and Chief
Executive Officer of H. Lundbeck A/S. Prior to that, Mr. Schultz worked for
nearly three decades at Novo Nordisk, where he served in a number of leadership
roles, including Chief Operating Officer, Vice President of Product Supply and
Director of Product Planning and Customer Services in the Diabetes Care
Division. Mr. Schultz has also held positions at McKinsey and Anderson
Consulting. From 2007 to 2020, he served as a member of the Board of Directors
of LEGO A/S. From 2010 to 2017, he served as Chairman of the Board of Directors
of Royal Unibrew A/S and during 2017 he served on the Board of Directors of
Bitten og Mads Clausens Fond, the holding vehicle for Danfoss A/S. Mr. Schultz
received a master's degree in economics from the University of Copenhagen.
Dr. Boor, Mr. Breen, Mr. Davidson, Ms. Gordon, Mr. Heinzel and Mr. Schultz will
participate in the non-employee director compensation arrangements described in
IFF's 2020 Proxy Statement, which was filed with the Securities and Exchange
Commission on March 24, 2020.
On January 8, 2021, the Board also accepted the resignations of Marcello V.
Bottoli, David R. Epstein, Katherine M. Hudson and Dr. Li-Huei Tsai from the
Board with effect upon the Closing.
Item 7.01 Regulation FD Disclosure.
On January 11, 2021, IFF issued a press release regarding the elections and
resignations from the Board. The full text of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
On January 11, 2021, IFF released investor materials for use in investor
discussions. The presentation slides are furnished as Exhibit 99.2 to this
Current Report on Form 8-K and are incorporated by reference herein.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being
furnished under Item 7.01 and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of such section, nor shall such
exhibits be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description
99.1 Press Release dated January 11, 2021 of International Flavors &
Fragrances Inc.
99.2 Investor Presentation dated January 11, 2021 of International
Flavors & Fragrances Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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