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 20, 2019
Balchem Corporation
(Exact name of registrant as specified in its charter)
| | |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
52 Sunrise Park Road, New Hampton, NY 10958
(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:
| | | | | | Name of each exchange on which registered |
| | Common Stock, par value $.06-2/3 per share. | | | | |
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 5.07 - Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders on June 20, 2019 (“Annual Meeting”). Set forth below is information regarding the results of the matters voted on by stockholders at the Annual Meeting:
(i) Election of two Class 1 Directors to serve to serve until the annual Company’s meeting of stockholders in 2022 and thereafter until their respective successors are elected and qualified:
Director Nominee | Votes For | Votes Withheld |
| Theodore L. Harris | 26,949,624 | 1,150,978 |
| Matthew D. Wineinger | 17,387,777 | 10,712,825 |
(ii) Ratification of the appointment of RSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019: 30,465,974 shares in favor; 262,573 shares against; 6,884 shares abstaining.
(iii) Advisory vote to approve the Company’s executive compensation: 26,557,862 shares in favor; 1,514,004 shares against; 28,736 shares abstaining; and 2,634,829 broker non-votes.
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/ Mark Stach |
| | Mark Stach, General Counsel and Secretary |
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| Dated: June 21, 2019 | |
