Balchem Corp

1. 1

   Election of two Class 3 directors (David Fischer and Daniel Knutson

   ManagementBoard: FOR

   Elect David Fischer and Daniel Knutson as Class 3 directors to hold office until the 2029 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of appointment of independent registered public accounting firm (RSM US LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of RSM US LLP as Balchem’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory approval of the compensation of the Company’s Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of Balchem’s Named Executive Officers as disclosed in the Proxy Statement (Compensation Discussion and Analysis, compensation tables and related disclosures).

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation program as described in the Compensation Discussion and Analysis and associated tables. Management is seeking shareholder endorsement to validate its pay-for-performance framework that ties short-term cash incentives to company Adjusted EBITDA, revenue and free cash flow targets and ties a substantial portion of long-term incentives to multi-year EBITDA performance shares with a relative TSR modifier. The Compensation Committee emphasizes alignment with long-term shareholder value through a mix of performance shares, time-based restricted shares and stock options, stock ownership requirements, and governance safeguards such as a clawback policy and limits on option repricing. Company context: 2025 results were strong (Adjusted EBITDA up, free cash flow high), producing an aggregate ICP payout at 176.8% of target and significant LTIP outcomes, which management cites as support for the program’s effectiveness. The vote is advisory only, so while it does not change compensation directly, the Board and Compensation Committee state they will consider voting outcomes when setting future pay practices and targets. The Board’s recommendation to vote FOR rests on the view that the program balances short- and long-term incentives, is market-competitive, and has features that mitigate excessive risk-taking (capped payouts, vesting schedules, and clawback). Potential concerns for a sophisticated reviewer include the high realized payouts in strong years, the presence of discretionary elements and modifiers (e.g., ESG and TSR adjustments), and the non-binding nature of the vote which limits direct shareholder control. Overall, the proposal is presented as a governance checkpoint: management seeks shareholder affirmation that the disclosed compensation philosophy, metrics, and outcomes are appropriate and aligned with shareholder interests, while reserving the Compensation Committee’s discretion to refine plan design in response to investor feedback and evolving best practices.

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When is the Balchem Corp 2026 annual meeting?

Balchem Corp (BCPC) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Balchem Corp 2026 meeting?

The record date for the Balchem Corp 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Balchem Corp's 2026 meeting?

The board is presenting 2 director nominees at the Balchem Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Balchem Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Balchem Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.