IFF International Flavors and Fragrances Inc

On December 13, 2022, in connection with the effectiveness of new Securities and Exchange Commission (the “SEC”) rules regarding universal proxy cards and a periodic review of the bylaws of International Flavors & Fragrances Inc. (the “Company”), the Company’s board of directors (the “Board”) adopted amended and restated bylaws (as amended, the “Bylaws”), effective immediately. The amendments effected by the Bylaws are intended principally to add procedural and informational requirements for shareholders that intend to use the SEC’s Rule 14a-19 (“Universal Proxy Rule”) promulgated under the Securities Exchange Act of 1934, as amended. In connection with stockholder nominations of directors and stockholder submissions of proposals regarding other business at annual meetings of stockholders, the Bylaws require shareholders to provide additional background information and disclosures and to make certain representations to the Company, certify compliance with the Universal Proxy Rule (if applicable), and update disclosures included in a shareholder’s notice of nominations so that they are accurate as of the shareholder meeting record date and as of ten (10) business days prior to the shareholder meeting. The Bylaws also require that proposed nominees make themselves available for and submit to interviews by the Board or any Board committee within ten (10) days following the date of a request and require that a shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white.. The amendments also make various other updates, including ministerial and conforming changes.

The foregoing summary of the amendments effected by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.