[8-K] Balchem Corporation Reports Material Event

Rhea-AI Filing Summary

Balchem Corporation held its Annual Meeting of Shareholders on June 18, 2025, where three significant matters were put to vote:

• Board Elections: Three Class 1 directors were elected to serve until 2028: - Theodore L. Harris (24.9M votes for) - Monica Vicente (26.4M votes for) - Matthew Wineinger (26.1M votes for)
• Auditor Appointment: Shareholders strongly approved RSM US LLP as the independent registered public accounting firm for FY2025, with 28.8 million votes in favor (98.2% approval)
• Executive Compensation: The say-on-pay vote passed with 25.4 million votes in favor (93.6% of votes cast), showing strong shareholder support for the company's executive compensation practices

All proposals received substantial shareholder approval, indicating strong governance alignment and shareholder satisfaction with the company's direction.

Positive

• Strong shareholder support for director nominees with Monica Vicente receiving 96.3% approval of votes cast
• Overwhelming approval (98.2%) for the appointment of RSM US LLP as independent auditor
• Executive compensation package received 93.7% approval from voting shareholders

Negative

• None.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):  June 18, 2025

Balchem Corporation

(Exact name of registrant as specified in its charter)

Maryland	1-13648	13-2578432
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Paragon Drive, Montvale, NJ 07645

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (845) 326-5600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of each class		Trading Symbol(s)		Name of each exchange on which registered
	Common Stock, par value $.06-2/3 per share		BCPC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 - Submission of Matters to a Vote of Security Holders

Balchem Corporation (the “Company”) held its Annual Meeting of Shareholders on June 18, 2025. The results of the matters voted on by shareholders at the Annual Meeting are set forth below:

1.          The election of three Class 1 director nominees to the Board of Directors to serve until the Annual Meeting of Shareholders in 2028 or until their successors are duly elected and qualified:

	Director Nominee		Votes For		Votes Against		Abstained		Broker Non-Votes
	Theodore L. Harris		24,963,407		1,262,838		963,019		2,204,153
	Monica Vicente		26,452,293		718,531		18,440		2,204,153
	Matthew Wineinger		26,132,861		1,037,421		18,982		2,204,153

2.         The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

	Votes For		Votes Against		Abstained
	28,863,261		522,354		7,802

3.         Advisory approval of the compensation of the Company’s named executive officers:

	Votes For		Votes Against		Abstained		Broker Non-Votes
	25,454,863		1,685,143		49,258		2,204,153

SIGNATURE

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

By:/s/ Travis Larsen

Travis Larsen

Assistant Secretary

Dated: June 20, 2025

FAQ

What were the voting results for BCPC's director nominees at the June 2025 Annual Meeting?

At BCPC's June 18, 2025 Annual Meeting, all three Class 1 director nominees were elected: Theodore L. Harris received 24,963,407 votes in favor, Monica Vicente received 26,452,293 votes in favor, and Matthew Wineinger received 26,132,861 votes in favor. Monica Vicente received the highest approval rate with only 718,531 votes against.

Did BCPC shareholders approve the executive compensation package in 2025?

Yes, BCPC shareholders approved the advisory vote on executive compensation with 25,454,863 votes in favor (93.6% of votes cast), while 1,685,143 voted against and 49,258 abstained. There were 2,204,153 broker non-votes.

Was RSM US LLP approved as BCPC's independent auditor for fiscal year 2025?

Yes, shareholders ratified the appointment of RSM US LLP as BCPC's independent registered public accounting firm for fiscal year 2025 with overwhelming support: 28,863,261 votes in favor, 522,354 against, and 7,802 abstentions.

When will BCPC's newly elected directors' terms expire?

The three Class 1 directors elected at the June 18, 2025 Annual Meeting will serve until the Annual Meeting of Shareholders in 2028, or until their successors are duly elected and qualified.