International Flavors & Fragrances (IFF) Proxy Filing summary

Executive summary

• Achieved 2025 revenue of $10.9B and adjusted operating EBITDA of $2.1B, meeting full-year guidance despite an operating loss of $382M and a net loss of $361M, largely due to a $1.153B goodwill impairment charge.

• Completed divestitures of Pharma Solutions, Nitrocellulose, and René Laurent businesses, and announced the sale of Soy Crush, Concentrates, and Lecithin; began evaluating strategic alternatives for Food Ingredients.

• Reduced net debt to credit adjusted EBITDA to 2.6x from 3.8x at the end of 2024, reflecting improved financial flexibility.

• Authorized a $500M share repurchase program, signaling confidence in long-term value creation.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors for a one-year term, ratify PricewaterhouseCoopers LLP as independent auditor for 2026, and approve executive compensation for 2025 on an advisory basis.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board composition refreshed with five new directors in 2025, bringing diverse expertise in leadership, finance, biotech, and technology.

• All directors except the CEO are independent; annual elections and majority voting policy in place.

• Board committees (Audit, Human Capital & Compensation, Governance & Corporate Responsibility, Innovation) reviewed and updated their charters in 2025.

• Board and committee assessment, succession planning, and director orientation/education are ongoing.

• Continued cooperation agreement with Icahn Group, including board representation and standstill provisions.