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BALCHEM CORP filed this DEF 14A on April 25, 2025

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BALCHEM CORP - DEF 14A - 20250425 - PROXY_STATEMENT

PROXY STATEMENT OF BALCHEM CORPORATION

Meeting Agenda and Recommendations

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Balchem to be voted at the Annual Meeting on June 18, 2025 at 6:15 p.m. EDT and at any adjournment or postponement thereof.

Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. Shareholders may only participate online by logging into www.virtualshareholdermeeting.com/BCPC2025 beginning at 6:00 p.m. EDT.

This Proxy Statement, Proxy Card and Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) are expected to be sent to shareholders beginning on or about April 25, 2025.

The Board of Directors has approved the close of business on April 21, 2025 as the record date (the “Record Date”) to determine which shareholders are entitled to receive notice and to vote at the Annual Meeting. At the Annual Meeting, shareholders will be asked to consider and vote upon the following matters:

Proposal

Recommendation

Voting Standard*

Page

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

FOR

each nominee

Majority present

and entitled to vote.

The ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

FOR

Majority present

and entitled to

vote.

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

FOR

Majority present

and entitled to

vote.

*	For all proposals, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN.”

Casting Your Vote

Please provide your proxy by Internet, phone, or by filling in, signing, dating and promptly mailing your Proxy Card or voting instruction form.


By Internet:	By Phone:	By Mail:
www.proxyvote.com	1-800-690-6903 (toll free within U.S. and Canada)	Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717

To vote at the Annual Meeting, visit www.virtualshareholdermeeting.com/BCPC2025 and enter the 16-digit control number included on your Proxy Card or Notice of Internet Availability.

TABLE OF CONTENTS

Management Proposals

PROPOSAL 1. ELECTION OF DIRECTORS

At the time of the Annual Meeting, our Board will consist of 7 members, with the classification of the Board into three classes (Class 1, Class 2 and Class 3).

The term of our three Class 1 directors will expire at the Annual Meeting and, assuming their election, the Class 1 Directors will hold office until the 2028 annual meeting of shareholders or until their successors have been elected and qualified. The nominees and continuing directors are listed below with brief biographies.


Name	Class	Next Election Date*
Theodore Harris	1	2028
Monica Vicente	1	2028
Matthew Wineinger	1	2028
Kathleen Fish	2	2027
Olivier Rigaud	2	2027
David Fischer	3	2026
Daniel Knutson	3	2026

*	Subject to the Company's Director Retirement Policy.

The Board is not aware of any reason why Mr. Harris, Ms. Vicente, and Mr. Wineinger may be unable to serve as a director. If any, some, or all of such nominees are unable to serve, the shares represented by all valid proxies will be voted for the election of such other person or persons, as the case may be, as the Board may recommend, or the Board may fill the vacancy or may amend the Company’s Bylaws to reduce the size of the Board.

In September 2024, in accordance with the Company’s existing by-laws, the Board reclassified some of the Board members in order to rebalance the number of directors serving in each class so that each of the three classes consist, as nearly as possible, of one-third of the total number of directors. This was due to two former directors not standing for re-election after serving out their terms in June 2023, pursuant to the Company’s retirement policy, and two new directors joining the Board in September 2023. The resignations and re-elections of certain Board members were effected solely for the purpose of reclassification, and for all other purposes, the respective directors’ service on the Board was deemed to have continued uninterrupted.

Directors Standing for Re-Election

Vote Required to Elect Directors

A director nominee in an uncontested election must receive a majority of the votes cast at the Annual Meeting, assuming a quorum is present. In the case of a contested election, directors will be elected by a plurality vote. Regardless, a broker non-vote or a vote withheld from a particular nominee will not affect the outcome of the election of directors.

Under the Company’s Corporate Governance Guidelines (the “Governance Guidelines”), if an incumbent director nominee in an uncontested election receives a majority of “WITHHOLD” votes, that director shall promptly offer his or her resignation to the Board. The Governance Committee will then make a recommendation to the Board whether to accept or reject the resignation tendered by such director or whether other action is recommended. The Board will act on the tendered resignation, considering the recommendation of the Governance Committee as well as other potentially relevant factors, within 90 days from the date of the certification of the election results. The director whose resignation is under consideration is not permitted to participate in the consideration or recommendation of the Governance Committee or deliberations of the Board with respect to his or her resignation.

The Governance Guidelines are available on the Leadership & Governance page in the Investor Relations section of the Company’s website: www.balchem.com.