Balchem (BCPC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2026, to be held virtually, with shareholders able to vote online or by proxy.

• Key proposals include election of two Class 3 directors, ratification of the independent auditor, and advisory approval of executive compensation.

• Strong financial performance in 2025: net sales up 8.8% to $1.037 billion, adjusted EBITDA up 9.8%, and adjusted net earnings up 17.4%.

• Continued focus on innovation, sustainability, and risk management, including adoption of an AI Use Policy and enhanced cybersecurity training.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class 3 directors (David Fischer and Daniel Knutson) to serve until 2029, (2) ratification of RSM US LLP as independent auditor for 2026, (3) advisory approval of executive compensation, and (4) other business as may arise.

• Board recommends voting FOR all proposals.

• Majority voting standard applies for uncontested director elections; broker non-votes and abstentions do not affect outcomes.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; average tenure is 7 years, 10 months, and average age is 63.

• Board committees (Audit, Compensation, Governance, Executive) are composed solely of independent directors.

• Board diversity includes gender, race, international experience, and a mix of new and experienced directors.

• Annual self-assessments and regular succession planning are conducted.

• Lead Director role reinforces board independence, especially with combined CEO/Chairman structure.