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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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• |
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.
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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.
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The options expire on the tenth anniversary of the grant date.
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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.
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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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.
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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.
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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.
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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.
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Article V (Officers), Section 4 (Chief Executive Officer) – removes statement that the CEO shall be selected from among the directors.
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Article V (Officers), Section 6 (Vice Presidents) – clarifies that the reference to Vice Presidents include Executive Vice Presidents and Senior Vice Presidents.
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Article XI (Indemnity and Advancement of Expenses) – clarifies language to conform with Maryland law.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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Amended and Restated Bylaws – Effective September 15, 2022
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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BALCHEM CORPORATION
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(Registrant)
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By:
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/s/ Hatsuki Miyata
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Hatsuki Miyata
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General Counsel and Secretary
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Date: September 20, 2022
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