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.
−Removed: We completed the Bergstrom and Kappa acquisitions in 2022 (See Note 2, Significant Acquisitions).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Management is in the process of implementing internal control procedures for these subsidiaries.
As of December 31, 2023, 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.
4 unchanged sentences
There has been no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: As of December 31, 2023, management's assessment of and conclusion of the effectiveness of our internal controls over financial reporting of both Kappa and Bergstrom have been
+Added: Therefore, management's assessment of and conclusion of the effectiveness of our internal control over financial reporting also includes the internal controls over financial reporting of Kappa and Bergstrom.
Other Information
+Added: No directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement during the fiscal quarter ended December 31, 2023.
Directors, Executive Officers of the Registrant, and Corporate Governance.
23 unchanged sentences
Schedule II – Valuation and Qualifying Accounts for the years ended December 31, 2023 , 2022 and 2021
−Removed: 2.1 Share Purchase Agreement between Kechu MidCo AS as the S el ler and Balchem Corporation and Balchem B.V.
−Removed: 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) .
+Added: 2.1 Share Purchase Agreement between Kechu MidCo AS as the Seller and Balchem Corporation and Balchem B.V.
+Added: 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) .
3.1 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).
1 unchanged sentence
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).
−Removed: 3.4 By-laws of the Company, as amended and restated as of December 5 , 202 2 (incorporated by reference to Exhibit 3.
−Removed: 1 to the Company's Current Report on Form 8-K filed on December 7 , 202 2 )
−Removed: 4.1 Description of Securitie s (filed herewith ).
−Removed: 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).*
+Added: 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)
+Added: 4.1 Description of Securities (filed herewith).
+Added: 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 Company’s Registration Statement on Form S-8, File No.
1 unchanged sentence
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).
−Removed: 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 ).
+Added: 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) .*
−Removed: 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 filed on February 2 8 , 2019 ) .*
+Added: 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).*
+Added: 10.7 Form of Agreement, Balchem Corporation Restricted Stock Grant Agreement (filed herewith).*
+Added: 10.8 Form of Agreement, Balchem Corporation Performance Share Unit Grant Agreement (filed herewith).*
+Added: 10.9 Form of Agreement, Balchem Corporation Stock Option Grant Agreement (filed herewith).*
10.10 Balchem Corporation Officer Retiree Program ( filed herewith ).*
−Removed: 10.8 Balchem Corporation Director Retiree Program (filed herewith ).*
+Added: 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, 201 5 , between the Company and Theodore L.
5 unchanged sentences
21.1 Subsidiaries of Registrant (filed herewith).
−Removed: 23.1 Consent of RSM US LLP, Independent Registered Public Accounting Firm.
−Removed: 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
−Removed: 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
−Removed: 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.
−Removed: 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.
+Added: 23.1 Consent of RSM US LLP, Independent Registered Public Accounting Firm (filed herewith).
+Added: 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) (filed herewith).
+Added: 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith) .
+Added: 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) .
+Added: 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) .
+Added: 97.1 Balchem Corporation Incentive-Based Compensation Recovery Policy (filed herewith).*
101.INS XBRL Instance Document
34 unchanged sentences
February 16, 2024
−Removed: Premdas, Director
+Added: /s/ Olivier Rigaud
+Added: Olivier Rigaud, Director
February 16, 2024
−Removed: Televantos, Director
+Added: /s/ Monica Vicente
+Added: Monica Vicente, Director
February 16, 2024
3 unchanged sentences
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.