BALCHEM CORP
For the period ended Jun 18, 2025. Filed Apr 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2025 · Filed Apr 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12
BALCHEM CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
LETTER TO SHAREHOLDERS
April 25, 2025
Dear Fellow Shareholders:
I am pleased to invite you to join us for Balchem Corporation (“Balchem”)’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”), which will take place on June 18, 2025, at 6:15 p.m. Eastern Daylight Time.
Our Annual Meeting will continue to be held virtually. It will be conducted via live webcast, and shareholders may attend online by logging in atwww.virtualshareholdermeeting.com/BCPC2025. Using this website, you will be able to listen, vote, and submit questions.
The enclosed 2025 Proxy Statement and Notice of Annual Meeting describe the items of business that we will conduct at the meeting and provide you with important information about Balchem, including our practices in the areas of corporate governance and executive compensation. We strongly encourage you to read these materials and then vote your shares.
It is important that your shares be represented at the Annual Meeting and voted in accordance with your wishes. Whether or not you plan to attend the Annual Meeting, we urge you to authorize a proxy as promptly as possible — by Internet, telephone, or mail — so that your shares will be voted at the Annual Meeting. Instructions for voting are contained in the Notice of Internet Availability of Proxy Materials, and on page 3 of the attached Proxy Statement.
At the Annual Meeting we ask for your vote to:
| • | Elect three Class 1 directors to the Board of Directors to serve until the 2028 annual meeting; |
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| • | Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
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| • | Provide advisory approval on the compensation of our named executive officers (“Say-on-Pay”); and |
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| • | Transact such other business as may properly come before the Annual Meeting. |
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The Board of Directors (the “Board”) unanimously recommends that you vote FOR all of the director nominees listed in the attached Proxy Statement, FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and FOR the advisory approval of the compensation of our named executive officers’ compensation, all as disclosed in the attached Proxy Statement.
I would like to express my gratitude to the Board for their invaluable contributions to Balchem. Their critical and active involvement is key to our success. Our Board plays a pivotal role in overseeing the development and execution of our business strategy, risk management,
and corporate governance. They continue to monitor best practices in corporate governance, sustainability, and executive compensation and via our ongoing shareholder engagement efforts, we continue to solicit input from our shareholders on these important topics.
Overall, 2024 was another successful year for Balchem. We achieved record financial performance while making significant progress on our growth strategies, delivering solid results on our sustainability initiatives, and advancing our governance practices.
In 2024, we delivered record consolidated sales of $953.7M and record adjusted EBITDA of $250.3M as well as strong free cash flow, allowing us to increase our dividend once again by double digits and significantly strengthen our balance sheet by paying down $119.6 million of debt. We also made excellent progress on our growth strategies with several important new product launches and nutrient awareness campaigns to drive market penetration while advancing our international capabilities with our focus on geographic expansion.
Additionally, we remained committed to our 2030 environmental goals to reduce our scope 1 and scope 2 greenhouse gas emissions and water usage by 25%, on an absolute basis from a 2020 baseline. Building on the success we had in 2023, we were pleased that we again exceeded our GHG emissions goal with a 32% absolute reduction in 2024, from our 2020 baseline. This positions us well to effectively execute our strategic growth plans while also meeting our 2030 emissions reduction target. In 2024, Balchem successfully reduced water withdrawal by 15% compared to our 2020 baseline, signifying substantial progress toward our water usage reduction objective. We continue to implement water reduction initiatives at several of our manufacturing sites and remain confident in achieving our 2030 water usage reduction goal.
Also, over the last year, we adopted an updated Insider Trading Policy which is included as an exhibit in our Form 10-K for fiscal year 2024. We also updated our Stock Ownership Policy for our directors and executive officers to reflect an increase in the holding requirements based on benchmarking results. Details of the updated holding requirements are provided in our Proxy Statement.
We are pleased with the progress we are making as a company and we believe that we are indeed making the world a healthier place.
Thank you for your continued support of Balchem and I look forward to our Annual Meeting.
Sincerely,
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