Balchem Corp Announces Board and Executive Changes
Ticker: BCPC · Form: 8-K · Filed: Sep 20, 2024 · CIK: 9326
| Field | Detail |
|---|---|
| Company | Balchem CORP (BCPC) |
| Form Type | 8-K |
| Filed Date | Sep 20, 2024 |
| Risk Level | low |
| Pages | 3 |
| Reading Time | 3 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, executive-compensation, board-changes
Related Tickers: BCPC
TL;DR
Balchem's board is shuffling, with a director out, a new one in, and exec pay adjustments. Bylaws also getting tweaked.
AI Summary
Balchem Corporation announced on September 18, 2024, changes related to its board of directors and executive compensation. The filing indicates the departure of a director, the election of a new director, and adjustments to compensatory arrangements for certain officers. Additionally, the company is amending its articles of incorporation or bylaws.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial distress or significant operational changes indicated.
Key Players & Entities
- Balchem Corporation (company) — Registrant
- September 18, 2024 (date) — Date of earliest event reported
- Maryland (jurisdiction) — State of incorporation
- Montvale, NJ (location) — Principal executive offices
FAQ
Who is the departing director and who is the newly elected director?
The filing does not specify the names of the departing or newly elected directors, only that these events have occurred.
What specific changes are being made to the compensatory arrangements for certain officers?
The filing mentions adjustments to compensatory arrangements but does not detail the specific nature or terms of these changes.
What are the key amendments being made to Balchem's articles of incorporation or bylaws?
The filing indicates amendments are being made but does not provide specific details on the content of these amendments.
What is the effective date of the director changes and compensatory arrangement adjustments?
The earliest event reported is dated September 18, 2024, which is the date of the report.
Is this filing related to any financial performance issues or significant business transactions?
No, this filing pertains to corporate governance, director changes, and executive compensation, not financial performance or major business transactions.
Filing Stats: 792 words · 3 min read · ~3 pages · Grade level 16.3 · Accepted 2024-09-20 16:15:19
Filing Documents
- ef20036097_8k.htm (8-K) — 30KB
- ef20036097_ex3-1.htm (EX-3.1) — 8KB
- 0001140361-24-041566.txt ( ) — 175KB
- bcpc-20240918.xsd (EX-101.SCH) — 4KB
- bcpc-20240918_lab.xml (EX-101.LAB) — 22KB
- bcpc-20240918_pre.xml (EX-101.PRE) — 16KB
- ef20036097_8k_htm.xml (XML) — 4KB
02
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers In order to rebalance the number of directors serving in each class of the Board of Directors (the "Board") of Balchem Corporation, a Maryland corporation (the "Company"), so that each of the three classes shall consist, as nearly as possible, of one-third of the total number of directors, in accordance with Article III, Section 2 of the Company's by-laws, effective as of September 20, 2024, (1) Daniel Knutson resigned from his position as Class 2 director and was immediately elected by the Board as Class 3 director; (2) Joyce Lee resigned from her position as Class 2 director and was immediately elected by the Board as Class 3 director; (3) Monica Vicente resigned as Class 2 director and was immediately elected to the Board as Class 1 director; and (4) Kathleen Fish resigned as Class 1 director and was immediately elected to the Board as Class 2 director. The above resignations and re-elections were effected solely for the purpose of reclassification, and for all other purposes, the respective directors' service on the Board is deemed to have continued uninterrupted. The Board now consists of three Class 1 directors whose term will expire at the annual meeting of shareholders to be held in 2025, two Class 2 directors whose term will expire at the annual meeting of shareholders to be held in 2027, and three Class 3 directors whose term will expire at the annual meeting of shareholders to be held in 2026.
03
Item 5.03 Amendments to Articles of Incorporation or Bylaws. On September 18, 2024, the Board adopted a resolution providing that the Company elected to be subject to 3-804(c) of the Maryland General Corporation Law, which provides that all vacancies on the Board may be filled only by the affirmative vote of a majority of the directors remaining in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies. The Company filed Articles Supplementary reflecting such election with the State Department of Assessments and Taxation of the State of Maryland on September 19, 2024. The summary above is qualified in its entirety by reference to the full text of the Articles Supplementary, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Articles Supplementary 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BALCHEM CORPORATION (Registrant) By: /s/ Hatsuki Miyata Hatsuki Miyata Executive Vice President, General Counsel and Secretary Date: September 20, 2024