Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On September 14, 2022, the Compensation Committee (the "Compensation Committee") of the Board of Directors (the "Board") of Balchem Corporation (the "Company") approved a one-time special equity grant comprised of 130,000 stock options with a grant date of September 15, 2022 and an estimated grant date fair value of approximately $6.3 million for Theodore L. Harris, the Company's Chairman, President and Chief Executive Officer, as part of the Company's retention strategy and consistent with its pay-for-performance compensation philosophy. The material terms of the award are as follows:

• The stock options award grant is structured in four tranches with increasing


   exercise prices: (1) 25% at fair market value as of grant date ("FMV"); (2) 25%
   at FMV plus 10% premium; (3) 25% at FMV plus 15% premium; and (4) 25% at FMV
   plus 20% premium.

• The options vest over a five-year period with: (1) 25% vesting on the third

anniversary of the grant date; (2) 25% vesting on the fourth anniversary of the

grant date; and (3) 50% vesting on the fifth anniversary of the grant date.

• The options expire on the tenth anniversary of the grant date.

• Upon termination due to death or disability, any unvested options will vest


   pro-rata, and vested options will remain exercisable for 120 days.  Termination
   without cause or for good reason in connection with a change in control (i.e.,
   double trigger for vesting) will result in accelerated vesting in full.  For
   all other terminations, unvested awards will be forfeited, and vested options
   will remain exercisable for 60 days.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On and effective September 15, 2022, the Board, as part of its periodic review of the Company's governance documents, amended and restated the Company's By-laws as follows:

• Article I (Offices), Section 1 (Principal Office) - provides the Board with

flexibility to determine the principal office location and registered agent of

the Company, from time to time.

• Article II (Meetings of Shareholders), Section 9 (Voting) - clarifies that (a)


   in uncontested elections, a majority of votes cast will be sufficient to elect
   a director and (b) in contested elections where there are more nominees than
   directors to be elected, a plurality of votes cast will be sufficient to elect
   a director.  All other matters require a majority of votes cast to be approved
   or authorized.

• Article II (Meetings of Shareholders), Section 15 (Control Share Acquisition

Act) - provides that Title 3, Subtitle 7 of the Maryland General Corporation

Law shall not apply to any acquisition by any person of Company shares.

• Article III (Directors), Section 2 (Number, Classification, Tenure, and


   Qualifications) - sets the number of directors between three and fifteen and
   provides the Board with the ability to determine the exact number of directors
   within this range, from time to time.  Further, clarifies that each of the
   three classes of directors will be set at one-third of the total number of
   directors, as nearly as possible.

• Article V (Officers), Section 4 (Chief Executive Officer) - removes statement

that the CEO shall be selected from among the directors.

• Article V (Officers), Section 6 (Vice Presidents) - clarifies that the

reference to Vice Presidents include Executive Vice Presidents and Senior Vice

Presidents.

• Article XI (Indemnity and Advancement of Expenses) - clarifies language to

conform with Maryland law.

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The foregoing description is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibits

Exhibit Number Description

  3.1          Amended and Restated Bylaws - Effective September 15, 2022
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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