BCPC 10-K Annual Report Dec. 31, 2023 | Alphaminr

BCPC 10-K Fiscal year ended Dec. 31, 2023

BALCHEM CORP
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PROXIES
DEF 14A
Filed on April 26, 2024
DEF 14A
Filed on April 28, 2023
DEF 14A
Filed on April 29, 2022
DEF 14A
Filed on April 26, 2021
DEF 14A
Filed on April 27, 2020
DEF 14A
Filed on April 29, 2019
DEF 14A
Filed on May 1, 2018
DEF 14A
Filed on April 27, 2017
DEF 14A
Filed on April 28, 2016
DEF 14A
Filed on April 27, 2015
DEF 14A
Filed on May 1, 2014
DEF 14A
Filed on May 6, 2013
DEF 14A
Filed on April 27, 2012
DEF 14A
Filed on April 28, 2011
DEF 14A
Filed on April 30, 2010
TABLE OF CONTENTS
Part IItem 1. Business (all Amounts in Thousands, Except Share and Per Share Data)Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 - Business Description and Summary Of Significant Accounting PoliciesNote 2 Significant AcquisitionsNote 3 - Stockholders EquityNote 4 - InventoriesNote 5 - Property, Plant and EquipmentNote 6 - Intangible AssetsNote 7 Equity-method InvestmentNote 8 Revolving LoanNote 9 - Net Earnings Per Common ShareNote 10 - Income TaxesNote 11 - Segment InformationNote 12 - RevenueNote 13 - Supplemental Cash Flow InformationNote 14 Accumulated Other Comprehensive IncomeNote 15 - Employee Benefit PlansNote 16 - Commitments and ContingenciesNote 17 Fair Value Of Financial InstrumentsNote 18 Related Party TransactionsNote 19 LeasesNote 20 Derivative Instruments and Hedging ActivitiesNote 21 - Quarterly Financial Information (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers Of The Registrant, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Share Purchase Agreement between Kechu MidCo AS as the Seller and Balchem Corporation and Balchem B.V. as the Buyers regarding the sale and purchase of the shares in Kechu BidCo AS (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on June 15, 2022). 3.2 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Companys definitive proxy statement on Schedule 14A filed on April 25, 2008). 3.3 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Companys definitive proxy statement on Schedule 14A filed on April 28, 2011). 3.4 By-laws of the Company, as amended and restated as of December 5, 2022 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 7, 2022) 4.1 Description of Securities (filed herewith). 10.1 Balchem Corporation 401(k) Basic Plan Document #01, as amended by the Balchem Corporation 401(K) Plan Amendment of January 1, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K filed on February 24, 2023).* 10.2 Balchem Corporation Second Amended and Restated 1999 Stock Plan, (incorporated by reference to the Companys Registration Statement on Form S-8, File No. 333-155655,filed onNovember 25, 2008, and tothe Company'sProxy Statement,filed onApril 25, 2008).* 10.3 Amended and Restated Credit Agreement dated July 27, 2022 (the "Amended Credit Agreement") among Balchem Corporation, the Domestic Guarantors (as defined in the Amended Credit Agreement), JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders (as defined in the Amended Credit Agreement) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on August 1, 2022). 10.4 Security and Pledge Agreement dated July 27, 2022 among Balchem Corporation, the Obligors, and JPMorgan Chase Bank, N.A., (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on August 1, 2022). 10.5 Balchem Corporation 2017 Omnibus Incentive Plan (incorporated by reference to the Company's Registration Statement on Form S-8, File No. 333-219722, filed on August 4, 2017 and Appendix A to the Company's Proxy Statement on Schedule 14A, filed on April 27, 2017).* 10.6 Amended and Restated Balchem Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on June 26, 2023).* 10.7 Form of Agreement, Balchem Corporation Restricted Stock Grant Agreement (filed herewith).* 10.8 Form of Agreement, Balchem Corporation Performance Share Unit Grant Agreement (filed herewith).* 10.9 Form of Agreement, Balchem Corporation Stock OptionGrantAgreement (filed herewith).* 10.10 Balchem Corporation Officer Retiree Program (filed herewith).* 10.11 Balchem Corporation Director Retiree Program (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K filed on February 24, 2023).* 10.12 Employment Agreement, dated as of April 22, 2015, between the Company and Theodore L. Harris (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Qfiled on August 5, 2015).* 10.13 Offer Letter dated January 10, 2019 between the Company and C. Martin Bengtsson (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 4, 2019).* 10.14 Theodore L. Harris Stock Option Grant Agreement, dated September 15, 2022 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q dated November 4, 2022).* 21.1 Subsidiaries of Registrant (filed herewith). 23.1 Consent of RSM US LLP, Independent Registered Public Accounting Firm (filed herewith). 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)(filed herewith). 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code(filed herewith). 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code(filed herewith). 97.1 Balchem Corporation Incentive-Based Compensation Recovery Policy (filed herewith).*