Form 8-K BALCHEM CORP For: Dec 05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 5, 2022
(Exact name of registrant as specified in its charter)
(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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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (845 )326-5600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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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Securities registered pursuant to Section 12(b) of the Act:
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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On and effective December 5, 2022, the Board of Directors (the “Board”) of Balchem Corporation (the “Company”) amended and restated the Company’s
By-laws as follows:
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Article II (Meetings of Shareholders), Section 6 (Advance Notice of Shareholder Nominations and Proposals) and Section 10 (Proxies) – enhanced procedural mechanics and made other revisions
with respect to the notification and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended.
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Incorporated ministerial, clarifying and conforming changes.
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The foregoing description is qualified in its entirety by reference to the full text
of the By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number
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Description
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Amended and Restated Bylaws – Effective December 5, 2022
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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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Executive Vice President, General Counsel and Secretary
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Date: December 7, 2022
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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