Welcome to the International Flavors & Fragrances 2025 Annual Shareholder Meeting. I'll now hand over to Jennifer Johnson.
Good morning, ladies and gentlemen. My name is Jennifer Johnson, and I am the General Counsel and Corporate Secretary of International Flavors & Fragrances. I would like to welcome all of you to the 2025 IFF Annual Meeting of Shareholders. We are broadcasting our meeting via live webcast in order to provide expanded access, improved communication, and cost savings for our shareholders. If you have not already submitted your proxy, or if you have submitted a proxy but wish to change your vote, you'll be able to vote during the meeting by using the control number we have provided to you with the proxy materials through the virtual meeting website. You will also be able to submit questions using the control number. The agenda and rules of conduct appear on your screen on the virtual meeting website. We will conduct the meeting in accordance with these documents.
Prior to today's meeting, Joanne Vogel of Broadridge Financial Solutions, Inc provided an affidavit showing that notice of the meeting was given to shareholders. As of the close of business on March 7, 2025, the record date of this meeting, IFF had 255,735,006 outstanding shares of common stock, each of which is entitled to one vote. The Inspector of Elections has informed me that at this meeting there are a majority of shares of our common stock represented by proxy or in person. Therefore, a quorum is present. I will now quickly review the matters on today's agenda. Our Chair, Roger Ferguson, will call the meeting to order. After taking care of some procedural matters, Mr. Ferguson will introduce the members of our Board of Directors and members of the executive leadership team who are in attendance today via phone.
We will then move on to, first, the election of 10 members of the Board of Directors. Second, ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year. Third, approve on an advisory basis the compensation of our named executive officers in 2024, which we refer to as Say-on-Pay. Following the vote, the formal portion of the meeting will be adjourned. Mr. Ferguson, Mr. J. Erik Fyrwald, our CEO, Mr. Michael DeVeau, our Chief Financial Officer, and Ms. Deb Borg, our Chief People and Culture Officer, will be able to take your questions. Each shareholder is limited to two questions during the question and answer period. Now, I would like to introduce the Chair of today's meeting, our Chair, Roger Ferguson.
Thank you, Jen, and good day to everyone. Thanks to all of you for joining us today. It is now shortly after 10:00 A.M. Eastern Standard Time on May 1st, and this meeting is officially called to order. First, I would like to appoint Chris Wood of Broadridge Financial Solutions as the Inspector of Elections and Jennifer Johnson as Secretary of this meeting. I now have the pleasure of introducing the board nominees who are standing for election today: Kathryn J. Boor, Mark J. Costa, John F. Ferraro, J. Erik Fyrwald, Vincent J. Intrieri, Cynthia T. Jamison, Mehmood Khan, Kevin O'Byrne, Margarita Paláu-Hernández, and Dawn C. Willoughby. I would like to thank each director for their contributions to the company.
I would also like to express my thanks to the members of the executive leadership team who are joining via phone for their support and commitment to the company and all of their contributions. The next order of business is a description of the matters being brought before this meeting. Jen, please describe in more detail the three matters being considered today.
Voting will begin after all items of business have been presented. The first item of business today is the election of directors. Ten directors are being elected today to serve for a one-year term. The nominees are listed on pages 6 through 15 of our proxy statement. The board recommends a vote for the following nominees: Kathryn J. Boor, Mark J. Costa, John F. Ferraro, J. Erik Fyrwald, Vincent J. Intrieri, Cynthia T. Jamison, Mehmood Khan, Kevin O'Byrne, Margarita Paláu-Hernández, and Dawn C. Willoughby. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year. Our audit committee has selected PwC to be the company's 2025 independent accountant. Although shareholder ratification is not required, the board is submitting the selection of PwC to shareholders for ratification as a matter of good corporate practice.
The board recommends a vote for ratification of PwC as our independent registered public accounting firm for the 2025 fiscal year. The third item of business is to approve, on an advisory basis, the compensation of our named executive officers in 2024, which we refer to as Say-on-Pay. These officers and the compensation arrangements being considered are identified in our proxy statement. The board recommends a vote for the compensation paid to our named executive officers in 2024.
We will now put the three matters to a vote. The polls are now open for voting.
Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Shareholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action.
Now that everyone has had the opportunity to vote, I now declare the polls closed. Jen will now report the preliminary results of the vote.
Based on the preliminary tabulation by the Inspector, an affirmative vote of a majority of the votes cast has voted for: one, the election of each of the nominees for director of the company; two, the ratification of the appointment of PwC; and three, the approval of the Say-on-Pay proposal. The final tabulation of all votes will be included in the minutes of the meeting and will be reported in the company's Form 8-K to be filed with the SEC.
Based on the preliminary results, I hereby declare that all of the nominees for director have been duly elected, the selection of PwC as the company's independent accountant has been duly ratified, and the Say-on-Pay proposal has been approved. I congratulate the directors on their election and thank them in advance for their services during the upcoming year. I am not aware of any other business that should be brought before this annual meeting. Therefore, I declare that the 2025 annual meeting of shareholders is adjourned. I would like to express my appreciation to all shareholders that participated today and all of the shareholders who submitted their proxies but were not able to attend today's virtual meeting. The directors, officers, and employees of the company appreciate the loyalty and confidence of all of our shareholders.
As the close of this shareholder meeting marks the end of my membership in IFF's board, I would also like to personally thank all of the IFF shareholders. It has been a pleasure to serve on IFF's board for the past 15 years, including as chair, and I wish IFF the very best in its bright future.
We now welcome any questions you may have. Mr. Ferguson, Mr. Fyrwald, Mr. DeVeau, Ms. Borg, and I will take shareholder questions that are being entered today into the web portal. Please note we will attempt to answer as many questions as time allows. Questions that are applicable to the meeting will be addressed first. We ask that you please observe the principles of meeting conduct that appear on the web portal, including time limits. In the interest of time and fairness, please note that each shareholder is limited to two questions.
Great. We have one question in. My name is Michael Piccirillo from the United Brotherhood of Carpenters Pension Funds. The calculation of the CEO compensation actually paid total in the pay versus performance table for the past several years can dramatically differ from the CEO total compensation amount in the summary compensation table. Does the compensation committee use the compensation actually paid total compensation figure in setting the CEO target total compensation award amount for the upcoming year?
I'll take that. Hi, Michael. It's Deb Borg here. Compensation actually paid is the number that you should look at. The compensation committee every year looks at general industry and peer set out the 16 companies that we compare ourselves directly to total compensation as a benchmark reference, and we look to target the median to the 75th percentile when setting annual compensation targets every year. Actual compensation paid largely depends on the performance levers that we have in the variable compensation program. The CEO's compensation is 92% variable based on those levers, so you'll see differences every year in actual payouts.
Great. Thank you, Deb. With that, there are no further questions. I'd like to turn the call back over to Roger for closing remarks.
Great. Thank you all for attending today's virtual meeting. We are very appreciative. Operator, please terminate the call. Thank you.
This meeting is now concluded. Thank you for joining. You may now disconnect.