23 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.
−Removed: 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
−Removed: 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
1 unchanged sentence
Directors, Executive Officers of the Registrant, and Corporate Governance.
+Added: We have adopted an Insider Trading Policy and related procedures governing the purchase, sale and other disposition of our securities by directors, officers, and employees, as well as the Company itself, that is designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards.
+Added: A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
The information regarding our executive officers is included in Part I of this report under the heading “Information about our Executive Officers.”
28 unchanged sentences
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: 3.5 Balchem Corporation Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 20, 2024).
4.1 Description of Securities (filed herewith).
7 unchanged sentences
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).*
−Removed: 10.7 Form of Agreement, Balchem Corporation Restricted Stock Grant Agreement (filed herewith).*
−Removed: 10.8 Form of Agreement, Balchem Corporation Performance Share Unit Grant Agreement (filed herewith).*
−Removed: 10.9 Form of Agreement, Balchem Corporation Stock Option Grant Agreement (filed herewith).*
−Removed: 10.10 Balchem Corporation Officer Retiree Program ( filed herewith ).*
+Added: 10.7 Form of Agreement, Balchem Corporation Restricted Stock Grant Agreement ( incorporated by reference to Ex hibit 10.7 to the Company's Annual Report on Form 10-K filed on February 16, 2024 ).*
+Added: 10.8 Form of Agreement, Balchem Corporation Performance Share Unit Grant Agreement ( incorporated by reference to Exhibit 10.8 to the Compa ny's Annual Report on Form 10-K filed on February 16, 2024 ).*
+Added: 10.9 Form of Agreement, Balchem Corporation Stock Option Grant Agreement ( incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed on February 16, 2024 ).*
+Added: 10.10 Balchem Corporation Officer Retiree Program ( incorporated by reference to Exhibit 10.10 to the Company's Annual Report on form 10-K filed on February 16, 2024 ).*
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).*
4 unchanged sentences
10.14 Theodore L.
−Removed: 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).*
+Added: Harris Stock Option Grant Agreement, as amended and restated (filed herewith) .*
+Added: 10.15 Balchem Deferred Compensation Plan (filed herewith).*
+Added: 19.1 Balchem Corporation Insider Trading Policy (filed herewith).
21.1 Subsidiaries of Registrant (filed herewith).
4 unchanged sentences
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).
−Removed: 97.1 Balchem Corporation Incentive-Based Compensation Recovery Policy (filed herewith).*
+Added: 97.1 Balchem Corporation Incentive-Based Compensation Recovery Policy ( incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed February 16, 2024 ).*
101.INS XBRL Instance Document
32 unchanged sentences
February 21, 2025
−Removed: Lee, Director
−Removed: February 16, 2024
/s/ Olivier Rigaud
8 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.