Good morning, and welcome to the International Flavors & Fragrances, Inc. 2026 Annual Shareholders Meeting. At this time, you may begin.
Good morning, ladies and gentlemen. My name is Brynn Samson, and I am the Corporate Secretary of International Flavors & Fragrances Inc. I would like to welcome all of you to the 2026 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 will 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 contact appear on your screen. 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 3, 2026, the record date of this meeting, IFF had 255,437,821 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, Kevin O'Byrne, will call the meeting to order. After taking care of some procedural matters, Mr. O'Byrne 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 elect 10 members of the board of directors. [PricewaterhouseCoopers], LLP as our independent registered public accounting firm for the 2026 fiscal year. Third, approve on an advisory basis the compensation of our named executive officers in 2025, which we refer to as Say on Pay. Following the vote, the formal portion of the meeting will be adjourned. Mr. O'Byrne, Mr. J. Erik Fyrwald, Mr. DeVeau, our Chief Financial Officer, Mr. Steve Landsman, our General Counsel, and Ms. Deb Borg, our Chief People and Culture Officer, will be available to take your questions. Each shareholder is limited to two questions during the question and answer period. Now, I would like to introduce our Board Chair, Kevin O'Byrne.
Thank you, Brynn, and good day to everyone. Thanks to all of you for joining us today. It's now shortly after 10:00 A.M. Eastern Standard Time on April 29th, and this meeting is officially called to order. First, I would like to appoint Dianne Allen of Broadridge Financial Solutions, Inc. as the Inspector of Elections for this meeting. I now have the pleasure of introducing the other board nominees who are standing for election today. Virginia C. Drosos, Paul J. Fribourg, J. Erik Fyrwald, Brett Icahn, Cynthia T. Jamison, Mehmood Khan, Jesus B. Mantas, Richard Mulligan, and Dawn C. Willoughby. Three directors are not standing for re-election, and I would like to thank them, Kathryn J. Boor, Mark J. Costa, and John F. Ferraro for their service and contributions.
I would also like to express my thanks to all our colleagues and the members of the executive leadership team who are joining via phone for their commitment to the company and all of their contributions. Finally, I would like to thank our customers, our partners, and you, our shareholders, for your continued support and trust. The next order of business is a description of the matters being brought before this meeting. Brynn, can you 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. 10 directors are being elected today to serve for a one year term. The nominees are listed on page five through nine of our proxy statement. The board recommends a vote for the following nominees. One, Virginia C. Drosos. Two, Paul J. Fribourg. Three, J. Erik Fyrwald. Four, Brett Icahn. Five, Cynthia T. Jamison. Six, Mehmood Khan. Seven, Jesus B. Mantas. Eight, Richard Mulligan. Nine, Kevin O'Byrne. 10, 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 2026 fiscal year. Our audit committee has selected PwC to be the company's 2026 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 their independent registered public accounting firm for the 2026 fiscal year. The third item of business is to approve on an advisory basis, the compensation of our named executive officers in 2025, 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 2025.
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 wish to change their vote, do not need to take any further action.
Now that everyone has had the opportunity to vote, I declare the polls closed. Brynn 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 the election of each of the nominees for director of the company, the ratification of the appointment of PwC, and 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. I declare that the 2026 annual meeting of shareholders is adjourned. I would like to express my appreciation to all shareholders that participated today and to 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 our shareholders.
We now welcome any questions you may have. Mr. O'Byrne, Mr. Fyrwald, Mr. DeVeau, Mr. Landsman, Ms. Borg, and I will take shareholder questions that are being entered today on 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 the time limits. In the interest of time and fairness, please note that each shareholder is limited to two questions.
There appear to be no questions related to the meeting. I'll now pass the call back over to Kevin.
Thank you very much for joining us this morning. We appreciate your interest and support in IFF. The meeting is now adjourned.
Thank you, and thank you for attending today's presentation. You may now disconnect your lines.