FilingIndex
8-KThe WireRoutine

Bylaw Amendment

Filed Dec 7, 2022 · 3y ago · Accession 0001140361-22-044725

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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 Balchem Corporation (Exact name of registrant as specified in its charter) Maryland 1-13648 13-2578432 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5 Paragon Drive , Montvale , NJ 07645 (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) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.06-2/3 per share BCPC The Nasdaq Stock Market LLC 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. 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: • 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. • Incorporated ministerial, clarifying and conforming changes. 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. (d)  Exhibits Exhibit Number Description 3.1 Amended and Restated Bylaws – Effective December 5, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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   (Registrant)       By:  /s/ Hatsuki Miyata     Hatsuki Miyata   Executive Vice President, General Counsel and Secretary     Date: December 7, 2022
Filing details
Ticker
BCPC
CIK
9326
Form type
8-K
Filing date
Dec 7, 2022
Report date
Dec 5, 2022
Document
brhc10045137_8k.htm
Size
305 KB