Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On December 13, 2017, in accordance with Balchem Corporation’s (the “Corporation”) Bylaws, the Board of Directors (the “Board”) of the Corporation elected Mr. Daniel E. Knutson to fill an existing vacancy on the Board, with Mr. Knutson to serve as a Class 2 Director. Mr. Knutson’s term will begin on February 1, 2018 and will continue until the Corporation’s 2018 Annual Meeting of Shareholders, at which time he will stand for election by the Corporation’s shareholders.
These actions are being taken in connection with anticipated retirement of Mr. Edward L. McMillan, a Class 2 director, from the Board effective as of the Corporation’s 2018 Annual Meeting of Shareholders and to facilitate the transition of Mr. Knutson to the Board. Mr. McMillan’s anticipated retirement is consistent with Corporation’s Corporate Governance Guidelines, which call for a director retire at the conclusion of his term in which he reaches the age of 70.
Mr. Knutson currently serves as the Executive Vice President for Special Projects at Land O’Lakes, Inc. (“
Land O’Lakes
”). Land O’Lakes is one of America’s premier agribusiness and food companies. Previously, Mr. Knutson served as Executive Vice President and Chief Financial Officer at Land O’Lakes from 2012 to 2017, where he oversaw corporate finance, accounting, treasury, audit and strategy and played key roles in many of Land O’Lakes’ transactions. In addition, he was responsible for Land O’Lakes investment in Moark LLC. Mr. Knutson joined Land O’Lakes in 1978 and prior to his appointment as Chief Financial Officer, he held several leadership roles within its finance and accounting groups.
It is anticipated that Mr. Knutson will serve on the Audit Committee of the Board. Upon his election becoming effective, Mr. Knutson will be eligible to participate in the Corporation’s director compensation programs.
In 2016, the Corporation sold $20,010,820.00 of products to Land O’ Lakes and through December 19, 2017, Corporation sold $20,070,929.00 of products to Land O’ Lakes. No arrangement or understanding exists between Mr. Knutson and any other person pursuant to which Mr. Knutson was selected as a director of the Corporation
.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 13, 2017, Board of the Corporation amended its Bylaws to temporarily expand the number of Board members from seven to eight members and the number of Class 2 directors from two to three members, effective February 1, 2018. Effective immediately prior to election of directors at the Corporation’s 2018 Annual Meeting of Shareholders, the number of directors will be reduced back to seven members and the number of Class 2 directors will be reduced back to two members.