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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 51 added, 47 removed, 77 unchanged (56% of the section changed)

17 unchanged sentences

In addition, projections of any evaluation of controls effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

We completed the Bergstrom and Kappa acquisitions in 2022 (See Note 2, Significant Acquisitions).

Management’s assessment of and conclusion on the effectiveness of our internal control over financial reporting excludes the internal controls over financial reporting of Bergstrom and Kappa.

The acquisitions contributed approximately 2.4% of our net sales for the year ended December 31, 2022, and accounted for approximately 24.5% of our assets as of December 31, 2022.

Registrants are permitted to exclude acquisitions from their assessment of internal controls over financial reporting during the first year if, among other circumstances and factors, there is not adequate time between the consummation date of the acquisition and the assessment date for assessing internal controls.

Management is in the process of implementing internal control procedures for these subsidiaries.

As of December 31, 2022, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework (New Framework) to conduct an assessment of the effectiveness of our internal control over financial reporting.

6 unchanged sentences

Directors, Executive Officers of the Registrant, and Corporate Governance.

(a) Directors of the Company.

The required information is to be set forth in our Proxy Statement for the 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”) under the captions “Nominees for Election as Director" and "Directors Not Standing for Election", which information is hereby incorporated herein by reference.

(b) Executive Officers of the Company.

The required information is to be set forth in the 2022 Proxy Statement under the captions "Continuing Directors' Biographical Information" (as to Theodore L.

Harris, the Company's Chief Executive Officer and President) and "Named Executive Officers" (as to the Company's other executive officers), which information is hereby incorporated herein by reference.

The required information is to be set forth in the 2022 Proxy Statement under the caption “Codes of Business Conduct and Ethics,” which information is hereby incorporated herein by reference.

Our Code of Ethics for Senior Financial Officers is available on the Corporate Governance page in the Investor Relations section of our website, www.balchem.com.

(d) Corporate Governance.

The required information is to be set forth in the 2022 Proxy Statement under the captions “Nomination of Directors,” and “Committees of the Board of Directors,” which information is hereby incorporated herein by reference.

The information regarding our executive officers is included in Part I of this report under the heading “Information about our Executive Officers.”

The other information required by this item is incorporated by reference to the information contained under the headings “Proposal 1.

Election of Directors”, “Delinquent Section 16(a) Reports,” and “Corporate Governance” in our Proxy Statement for the 2023 Annual Meeting of Shareholders which will be filed no later than 120 days after December 31, 2022 (the “2023 Proxy Statement”).

Executive Compensation.

The information required by this Item is to be set forth in the 2022 Proxy Statement under the captions “Executive Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation,” which information is hereby incorporated herein by reference.

The information required by this item is incorporated by reference to the information contained under the headings “Executive Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” in our 2023 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item is to be set forth in the 2022 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and of Management” and the caption “Equity Compensation Plan Information,” all of which information is hereby incorporated herein by reference.

The information required by this item is incorporated by reference to the information contained under the headings “Security Ownership of Certain Beneficial Owners and of Management” and Equity Compensation Plan Information” in our 2023 Proxy Statement.

Certain Relationships and Related Transactions and Director Independence.

The information required by this Item is to be set forth in the 2022 Proxy Statement under the caption “Related Party Transactions,” and “Director Independence,” which information is hereby incorporated herein by reference.

The information required by this item is incorporated by reference to the information contained under the headings “Related Party Transactions” and “Director Independence” in our 2023 Proxy Statement.

Principal Accountant Fees and Services.

The information required by this Item is to be set forth in the 2022 Proxy Statement under the caption “Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm,” which information is hereby incorporated herein by reference.

The information required by this item is incorporated by reference to the information contained under the heading “Information Relating to Proposal 2.

Ratification of Appointment of Independent Registered Public Accounting Firm” of our 2023 Proxy Statement.

Exhibits and Financial Statement Schedules.

10 unchanged sentences

Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2022 , 2021 and 2020

3.1 Balchem Corporation Composite Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K dated March 16, 2006 for the year ended December 31, 2005).

3.2 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 25, 2008).

3.3 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 28, 2011).

3.4 By-laws of the Company, as amended and restated as of June 17, 2021 (incorporated by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K dated June 21, 2021)

4.1 Description of Securities

10.1 Balchem Corporation 401(k)/Profit Sharing Plan, dated January 1, 1998 (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8, File No.

333-118291, dated August 17, 2004).

2.1 Share Purchase Agreement between Kechu MidCo AS as the S el ler and Balchem Corporation and Balchem B.V.

as the B uyers 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) .

3.1 Balchem Corporation Composite Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 16, 2006 ).

3.2 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s 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 Company’s 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 , 202 2 (incorporated by reference to Exhibit 3.

1 to the Company's Current Report on Form 8-K filed on December 7 , 202 2 )

4.1 Description of Securitie s (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 (filed herewith).*

10.2 Balchem Corporation Second Amended and Restated 1999 Stock Plan, (incorporated by reference to the Company’s Registration Statement on Form S-8, File No.

333-155655, dated November 25, 2008, and to Proxy Statement, dated April 25, 2008, for the Company’s 2008 Annual Meeting of Stockholders).*

10.3 Form of Restricted Stock Grant Agreement and Stock Option Agreement under the Balchem Corporation Second Amended and Restated 1999 Stock Plan (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).

10.4 Employment Agreement, dated as of April 22, 2016, between the Company and Theodore L.

Harris (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2016).*

333-155655, filed on November 25, 2008, and to the Company's Proxy Statement, filed on April 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 Ju ly 27, 20 22 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 , 20 22 ).

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, dated August 4, 2017 and Appendix A to the Company's Proxy Statement on Schedule 14A, filed April 27, 2017).

10.6 Forms of Restricted Stock Grant Agreement, Performance Share Unit Grant Agreement and Stock Option Agreement under the Balchem Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018).

10.7 Credit Agreement dated June 27,2018 among Balchem Corporation, the Domestic Guarantors (as defined in the Credit Agreement), JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders guarantors (as defined in the Credit Agreement) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 5, 2018).

10.8 Security and Pledge Agreement dated June 27, 2018 among Balchem Corporation, the Domestic Guarantors and JPMorgan Chase Bank, N.A., (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated July 5, 2018).

21 Subsidiaries of Registrant.

333-219722, filed on August 4, 2017 and Appendix A to the Company's Proxy Statement on Schedule 14A, filed on April 27, 2017) .*

10.7 Balchem Corporation Officer Retiree Program (filed herewith) .*

10.8 Balchem Corporation Director Retiree Program (filed herewith ).*

10.9 Employment Agreement, dated as of April 22, 201 5 , between the Company and Theodore L.

Harris (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 5 , 201 5 ).*

10.10 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) .*

10.11 Theodore L.

Harris Stock Option Grant Agreement, dated September 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s 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.

14 unchanged sentences

By:/s/ Theodore L.

Harris, President and

Chief Executive Officer

Harris, Chairman, President and

and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Theodore L.

Harris, President and

Chief Executive Officer (Chairman)

Harris, Chairman, President and

Chief Executive Officer

February 24, 2023

/s/ Martin Bengtsson

Martin Bengtsson, Chief Financial Officer

and Treasurer (Principal Financial Officer)

Martin Bengtsson

Martin Bengtsson, Executive Vice President and

Chief Financial Officer

February 24, 2023

/s/ William A.

Backus, Chief Accounting Officer

(Principal Accounting Officer)

Backus, Vice President and

Chief Accounting Officer

February 24, 2023

1 unchanged sentence

February 24, 2023

/s/ Kathleen Fish

Kathleen Fish, Director

/s/ Kathleen B.

Fish, Director

February 24, 2023

2 unchanged sentences

February 24, 2023

/s/ Joyce Lee

Joyce Lee, Director

Lee, Director

February 24, 2023

1 unchanged sentence

February 24, 2023

/s/ John Televantos

John Televantos, Director

Televantos, Director

February 24, 2023

/s/ Matthew Wineinger

Matthew Wineinger, Director

/s/ Matthew D.

Wineinger, Director

February 24, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures