Executive Change · Shareholder Vote

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):  June 22, 2023 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 , Suite 201 , 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   NASDAQ 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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers   (e) On June 22, 2023, Balchem Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Amended and Restated 2017 Omnibus Incentive Plan (the “Amended 2017 Plan”) to, among other things, increase the number of authorized shares for issuance under the 2017 Plan by 800,000 shares.   For a description of the principal terms of the Amended 2017 Plan, see “Proposal 5: Approval to Amend and Restate the 2017 Omnibus Incentive Plan” in the Company’s Proxy Statement dated April 28, 2023, which description is incorporated herein by reference. A copy of the Amended 2017 Plan is filed as Exhibit 10.1 to this report and is incorporated herein by reference.   Item 5.07 - Submission of Matters to a Vote of Security Holders   As noted above, the Company held its Annual Meeting of Shareholders on June 22, 2023. Set forth below is information regarding the results of the matters voted on by shareholders at the Annual Meeting:   1.          Election of one Class 3 director nominee to the Board of Directors of Balchem Corporation to serve until the 2026 Annual Meeting of Shareholders and until his successor is duly elected and qualified:     Director Nominee   Votes For   Votes Against   Abstained   Broker Non-Votes   David Fischer   22,999,214   1,828,707   2,779,189   1,553,008 2.         Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:     Votes For   Votes Against   Abstained   28,779,713   368,507   11,898  3.       Advisory approval of the compensation of the Company’s named executive officers:     Votes For   Votes Against   Abstained   Broker Non-Votes   17,875,728   6,857,673   2,873,709   1,553,008 4.            Advisory vote on whether “Say-on-Pay” should occur every one, two or three years:   1 Year   2 Years   3 Years   Abstained   26,779,710   35,841   770,266   21,293 In light of the shareholder vote on Proposal 4, the Company will hold an advisory vote on the compensation of the Company's named executive officers every year. 5.            Approval of the Amended and Restated 2017 Omnibus Incentive Plan:   Votes For   Votes Against   Abstained   Broker Non-Votes   26,513,603   1,062,001   31,506   1,553,008 Item 9.01 - Financial Statements and Exhibits (d) Exhibits Exhibit Description 10.1 Amended and Restated 2017 Omnibus Incentive Plan  SIGNATURE 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 By:/s/ Hatsuki Miyata Hatsuki Miyata, Executive Vice President, General Counsel and Secretary Dated: June 26, 2023