Item 5.02(d) - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In accordance with the Balchem Corporation's (the "Corporation") Bylaws, on June
17, 2021, the Corporation's Board of Directors (the "Board") elected Kathleen
Fish to a vacancy on the Board. Ms. Fish will serve as a Class 1 Director and
will stand for election by the Corporation's shareholders at the Corporation's
2022 Annual Meeting of Shareholders.
Prior to her retirement in 2020, Ms. Fish served as Chief Research, Development
and Innovation Officer for The Procter & Gamble Company (NYSE: PG) ("P&G"),
having held such position since 2017. From 2014 to 2017, Ms. Fish was P&G's
Chief Technology Offer. Ms. Fish began her career at P&G in 1979 and held
various positions of increasing responsibility during her tenure at P&G,
culminating with her holding the positions set forth above.
Ms. Fish will serve on the Corporate Governance & Nominating Committee of the
Board and will be eligible to participate in the Corporation's director
compensation programs.
No arrangement or understanding exists between Ms. Fish and any other person
pursuant to which Ms. Fish was selected as a director of the Corporation.
Item 5.03(a) - Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On June 17, 2021, the Board amended its Bylaws to expand the number of Class 1
Directors from two to three members and to reduce the number of Class 2
Directors from three members to two members.
Item 5.07 - Submission of Matters to a Vote of Security Holders
The Corporation held its Annual Meeting of Stockholders on June 17, 2021
("Annual Meeting"). Set forth below is information regarding the results of the
matters voted on by stockholders at the Annual Meeting:
(i) Election of two Class 2 Directors to serve to serve until the
Company's annual meeting of stockholders in 2024 and thereafter until their
respective successors are elected and qualified:
Director Nominee Votes For: Votes Withheld: Broker Non-Votes:
Daniel Knutson 25,777,480 1,858,269 1,879,080
Joyce Lee 26,725,038 910,711 1,879,080
(ii) Ratification of the appointment of RSM LLP as the Company's
independent registered public accounting firm for the year ending December 31,
2021: 29,391,282 shares in favor; 106,644 shares against; 16,903 shares
abstaining.
(iii) Advisory vote to approve the Company's executive compensation:
26,497,449 shares in favor; 1,089,064 shares against; 49,236 shares abstaining;
and 1,879,080 broker non-votes.
Item 9.01 Financial Statements and Exhibits
Exhibit 3.4 Amended and Restated Bylaws - Effective June 17, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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