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BALCHEM CORP filed this DEF 14A on April 26, 2024

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BALCHEM CORP - DEF 14A - 20240426 - SECURITY_OWNERS

Security Ownership of Certain Beneficial Owners and of Management

The table below sets forth as of the Record Date of April 22, 2024, the number of shares of Common Stock beneficially owned by (i) each director, (ii) each NEO, (iii) each beneficial owner of, or institutional investment manager exercising investment discretion with respect to, 5% or more of the outstanding shares of our Common Stock known to the Company based upon filings with the SEC, and (iv) all directors and executive officers as a group, and the percentage ownership of our outstanding Common Stock as of the Record Date.

The table does not include Performance Shares granted under the Company’s LTIP (which grants vest at the end of three years), as the number of shares to be awarded is not determinable at the time of grant and the recipients do not have beneficial ownership of such shares.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Beneficially Owned⁽¹⁾	Percent of Class⁽²⁾
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	(3)	4,989,247	15.39%
The Vanguard Group, Inc. 100 Vanguard Blvd., Malvern, PA 19355	(4)	3,791,512	11.69%
APG Asset Management US Inc. 666 Third Ave, 2^nd Floor, New York, NY 10017	(5)	2,917,112	9.00%
Wasatch Advisors LP 505 Wakara Way, Salt Lake City, UT 84108	(6)	1,910,409	5.89%
Ted Harris	(7)	183,572	*
Martin Bengtsson	(8)	49,887	*
David Fischer	(9)	25,876	*
Matthew Wineinger	(10)	18,029	*
Daniel Knutson	(11)	16,916	*
Martin Reid	(12)	11,960	*
Joyce Lee	(13)	7,673	*
Hatsuki Miyata	(14)	1,702	*
Kathleen Fish	(15)	1,406	*
Frederic Boned	(16)	806	*
Olivier Rigaud	(17)	0	*
Monica Vicente	(18)	0	*
Directors and Executive Officers as a Group (16 people)		403,951	1.25%

Shares Outstanding as of April 22, 2024		32,423,468

*	Less than 1%

(1)

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares which are vesting within 60 days of the Record Date or which may be acquired upon exercise of stock options which are currently exercisable, or which become exercisable within 60 days after the date of the information in the table are deemed to be beneficially owned. Except as indicated by footnote, and subject to community property laws where applicable, to the Company’s knowledge, the persons or entities named in the table above are believed to have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them.

(2)	The ownership percentages set forth in this column are based on the Company’s outstanding shares on the Record Date and assumes that each of the beneficial owners continued to own the number of shares reflected in the table above on such date.

(3)	Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on January 22, 2024, reporting beneficial ownership as of December 31, 2023, with sole dispositive power as to all shares and sole voting power as to 4,935,576 shares.

(4)

Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 13, 2024, reporting beneficial ownership as of December 29, 2023, with sole dispositive power as to 3,698,113 shares, shared dispositive power of 93,399 shares, and shared voting power as to 59,244 shares.

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Security Ownership of Certain Beneficial Owners and of Management

(5)	Based upon information provided in a Schedule 13G/A for such entity filed with the SEC on February 7, 2024, reporting beneficial ownership as of December 31, 2023, with shared dispositive and voting powers as to all shares.

(6)	Based upon information provided in a Schedule 13G/A filed with the SEC on February 9, 2024, reporting beneficial ownership as of December 31, 2023, with sole dispositive and voting powers as to all shares.

(7)	Consists of 135,970 shares such person has the right to acquire pursuant to Stock Options, 1,804 shares held in such person’s Company 401(k) retirement account, and 45,798 shares held directly.

(8)	Consists of 35,200 shares such person has the right to acquire pursuant to Stock Options, 912 shares held in such person’s Company 401(k) retirement account and 13,775 shares held directly.

(9)	Consists of 13,446 shares such person has the right to acquire pursuant to Stock Options, and 12,430 shares held directly.

(10)	Consists of 13,446 shares such person has the right to acquire pursuant to Stock Options, and 4,583 shares held directly.

(11)	Consists of 13,446 shares such person has the right to acquire pursuant to Stock Options, and 3,470 shares held directly.

(12)	Consists of 7,980 shares such person has the right to acquire pursuant to Stock Options, 530 shares held in such person’s Company 401(k) retirement plan account and 3,450 shares held directly.

(13)	Consists of 6,476 shares such person has the right to acquire pursuant to Stock Options and 1,197 shares held directly.

(14)	Consists of 520 shares such person has the right to acquire pursuant to Stock Options, 331 shares held in such person’s Company 401(k) retirement plan account and 851 shares held directly.

(15)	Consists of 1,406 shares such person has the right to acquire pursuant to Stock Options.

(16)	Consists of 520 shares such person has the right to acquire pursuant to Stock Options, and 286 shares held in such person’s Company 401(k) retirement plan account.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers, and persons who beneficially own more than 10% of the Company’s ordinary shares, to file reports of ownership and reports of changes in ownership with the SEC and the NYSE. To the Company’s knowledge, based solely on its review of such forms received by the Company and written representations that no other reports were required, all Section 16(a) filing requirements were complied with for the year 2023.

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Information Relating to Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Principal Accountant Fees and Services

During 2023, the Company retained RSM to audit the consolidated financial statements for the fiscal year ended 2023. In addition, the Company also retained RSM to provide services relating to Management’s Assessment of Internal Controls as required by Section 404 of the Sarbanes-Oxley Act, as well as for other audit-related services. During the period covering the fiscal years ended December 31, 2023 and 2022, RSM performed the following professional services:

	2023	2022
Audit fees⁽¹⁾	$1,274,671	$1,362,465
Audit-related fees⁽²⁾	229,970	316,136
Tax fees⁽³⁾	8,400	151,000
Total fees	$1,513,041	$1,829,601

(1)	Audit fees relate to audit of the annual consolidated financial statements and quarterly reviews, including out of pocket disbursements and administrative charges, and fees related to foreign statutory audits. 2023 also includes fees related to S-8 filing.

(2)

Audit-related fees for 2023 consist of fees paid for the employee benefit plan audit and fees paid for unconsummated acquisition financial due diligence procedures. Audit-related fees for 2022 consist of fees paid for the employee benefit plan audit and fees paid for financial due diligence procedures related to consummated acquisitions.

(3)	Tax fees for 2023 consist of unconsummated acquisition tax due diligence procedures. Tax fees for 2022 consist of tax due diligence procedures related to consummated acquisitions.

Audit Committee Financial Experts

The Board of Directors has determined that Mr. Knutson, the Chair of the Audit Committee, Mr. Rigaud and Ms. Vicente, both members of the Audit Committee, are “audit committee financial experts” as defined under SEC rules.

Policy on Pre-Approval of Audit and Non-Audit Services

All audit and non-audit services provided to the Company by the independent accountants are pre-approved by the Audit Committee or in certain instances by one or more of its members pursuant to delegated authority. At the beginning of each year, the Audit Committee reviews and approves all known audit and non-audit services and fees to be provided by and paid to the independent accountants. During the year, specific audit and non-audit services or fees not previously approved by the Audit Committee are approved in advance by the Audit Committee or in certain instances by one or more of its members pursuant to delegated authority. In addition, during the year the Chief Financial Officer and the Audit Committee monitor actual fees to the independent accountants for audit and non-audit services, as appropriate.

The Audit Committee reviewed all audit and non-audit services provided by RSM with respect to the fiscal year ended December 31, 2023 and concluded that the provision of such services was compatible with maintaining independence in the conduct of its auditing functions. All audit and non-audit services provided by RSM described in the table above were pre-approved by the Audit Committee.

Audit Committee Report

The Board of Directors has appointed an Audit Committee consisting of four directors. Each member of the Audit Committee is independent as defined under the Nasdaq Stock Market LLC and SEC independence requirements applicable to audit committee members. The Board of Directors has adopted a written charter with respect to the Audit Committee’s responsibilities. The Audit Committee oversees the Company’s internal and independent auditors and assists the Board of Directors in overseeing matters relating to the Company’s financial reporting process and risk exposure.

In fulfilling its responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with management and discussed with RSM: (i) the audit; and, the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communications with Audit Committees). This included a discussion of the RSM’s judgment as to the quality, not just the acceptability, of the Company’s accounting principles as applied to