UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(RULE
14a-101)
SCHEDULE 14A
INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment
No. )
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Filed
by the Registrant [X]
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Filed
by a Party other than the
Registrant [ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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Soliciting
Material Pursuant to 240.14a-12
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Chemed
Corporation
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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RISKMETRICS
RECOMMENDS THAT CHEMED CORPORATION STOCKHOLDERS
VOTE
FOR ALL CHEMED NOMINEES ON THE WHITE PROXY
CARD
Second
Leading Independent Proxy Advisory Firm Endorses Chemed’s Director
Nominees
CINCINNATI – May 19, 2009 – Chemed Corporation (NYSE:CHE)
today announced that RiskMetrics Group (formerly Institutional
Shareholder Services), a leading independent proxy voting advisory firm,
recommends that Chemed stockholders vote FOR all of the Company’s director
nominees at Chemed’s 2009 Annual Meeting of Stockholders to be held on May 29,
2009.
Chemed's
CEO, Kevin J. McNamara, and Chairman of the Board, George J. Walsh, issued the
following joint statement:
“We
welcome the support of RiskMetrics Group. This recommendation further
enforces our strong belief that electing all of Chemed’s director nominees is in
the best interests of all stockholders. The Board’s nominees have the
necessary depth and breadth of relevant expertise in areas that are critical to
Chemed’s continued success, and we are confident that they will continue
building on Chemed’s track record of value creation. We strongly urge
all Chemed stockholders to protect their investment by voting the WHITE proxy card
today.”
In its
May 18, 2009 report recommending the election of all Chemed nominees,
RiskMetrics states*:
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●
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“[O]n
balance we conclude the dissident has not met its burden of proving that
board change is warranted.”
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“[T]he
dissident has not raised any specific claims that the company has
demonstratively underperformed. Rather, the dissident has raised various
operational and governance issues that we feel, in and of themselves, are
not sufficient to warrant board change. We note the board has been
receptive to investor sentiment and has acted in ways to reduce its size
(15 to 11) and improve its composition by nominating two shareholder
endorsed nominees – one of which was proposed by its largest
shareholder.”
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●
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“Regarding
the merits of a tax-free spin-off, we find no evidence that [the] board
summarily dismissed this alternative, noting that this option has only
become viable since February 25, 2009. Arguably, although the board’s
action on this issue may have been in reaction to dissident stimulus, we
note the board enlisted two highly reputable financial advisors to
thoroughly investigate this alternative. The conclusion they reached
indicated a tax-free spin-off strategy’s downside risk outweighs its
benefits in this market and thus would be inappropriate at this time.
Additionally, we note the company’s financial and operating reporting
structure and high degree of specificity it provides to investors would
permit a relatively quick and seamless separation of the two businesses
should this strategy be warranted.”
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“We
therefore recommend shareholders vote on management’s WHITE proxy card for
ALL management nominees.”
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As
previously announced, Glass Lewis & Co. also recommends that Chemed
stockholders vote FOR all of the Company’s director nominees. Glass
Lewis and RiskMetrics are widely recognized as the world’s leading independent
proxy voting and corporate governance advisory firms. The analyses
and recommendations of RiskMetrics and Glass Lewis are relied upon by well over
a thousand institutional investment firms, mutual funds and other fiduciaries
around the world.
Chemed’s
Board unanimously urges stockholders to follow the recommendations of
RiskMetrics and Glass Lewis by voting FOR all of the Company’s director nominees
by voting the WHITE proxy card by
telephone or via the Internet. Chemed’s Board also recommends that
stockholders discard any materials received from dissident hedge fund MMI
Investments, L.P.
Cravath,
Swaine & Moore LLP is acting as legal advisor to Chemed and Lazard Frères
& Co. LLC and J.P. Morgan Securities Inc. are acting as financial
advisors.
*
Permission to use quotations was neither sought nor obtained.
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TIME
IS SHORT AND YOUR VOTE IS IMPORTANT
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To
insure that your vote is represented at the meeting, we urge you to vote
TODAY
by
telephone or via the Internet by following the simple
instructions
on
the WHITE proxy card
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If
you have questions about how to vote your shares, or need additional
assistance, please contact the firm assisting us in the solicitation of
proxies:
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INNISFREE
M&A INCORPORATED
Stockholders
Call Toll-Free: (877) 825-8631
Banks
and Brokers Call Collect: (212) 750-5833
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IMPORTANT
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We
urge you NOT to sign any Gold proxy card sent to you by MMI.
If
you have already done so, you have every legal right to change your vote
by using the
WHITE proxy card to vote
TODAY—by
telephone,
via
the Internet, or by signing, dating and returning the WHITE proxy
card
in
the postage-paid envelope previously provided.
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About
Chemed
Listed on
the New York Stock Exchange and headquartered in Cincinnati, Ohio, Chemed
Corporation (www.chemed.com)
operates two wholly owned subsidiaries: VITAS Healthcare and Roto-Rooter. VITAS
is the nation’s largest provider of end-of-life hospice care, and Roto-Rooter is
the nation’s leading provider of plumbing and drain cleaning
services.
Forward
Looking Statements
Certain
statements contained in this press release or in other Chemed communications are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The words "believe," "expect," "hope,"
"anticipate," "plan" and similar expressions identify forward-looking
statements, which speak only as of the date the statement was made. Chemed does
not undertake and specifically disclaims any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. These statements are based on current expectations
and assumptions and involve various risks and uncertainties, which could cause
Chemed's actual results to differ from those expressed in such forward-looking
statements. These risks and uncertainties arise from, among other things,
possible changes in regulations governing the hospice care or plumbing and drain
cleaning industries; periodic changes in reimbursement levels and procedures
under Medicare and Medicaid programs; difficulties predicting patient length of
stay and estimating potential
Medicare reimbursement obligations; challenges inherent in Chemed's growth
strategy; the current shortage of qualified nurses, other healthcare
professionals and licensed plumbing and drain cleaning technicians; Chemed’s
dependence on patient referral sources; and other factors detailed under the
caption "Description of Business by Segment" or "Risk Factors" in Chemed’s most
recent report on form 10-Q or 10-K and its other filings with the United States
Securities and Exchange Commission (the “SEC”). You are cautioned not to place
undue reliance on such forward-looking statements and there are no assurances
that the matters contained in such statements will be achieved.
Important
Information
Chemed
filed with the SEC, on April 29, 2009, a definitive proxy statement in
connection with its 2009 annual meeting, and is mailing the definitive proxy
statement to its stockholders. Investors and security holders are
urged to read the definitive proxy statement relating to the 2009 Annual Meeting
and any other relevant documents filed with the SEC (when available) because
they contain important information. Investors and security holders may obtain a
free copy of the definitive proxy statement and other documents that Chemed
files with the SEC (when available) at the SEC’s website at www.sec.gov and
Chemed’s website at www.chemed.com. In addition, the definitive proxy statement
and other documents filed by Chemed with the SEC (when available) may be
obtained from Chemed free of charge by directing a request to Chemed
Corporation, Attn: Investor Relations, Chemed Corporation, 2600 Chemed Center,
255 East Fifth Street, Cincinnati, OH 45202-4726.
Certain
Information Regarding Participants
Chemed,
its directors and certain executive officers and employees are participants in
the solicitation of Chemed’s security holders in connection with its 2009 Annual
Meeting. Security holders may obtain information regarding the names,
affiliations and interests of such individuals in Chemed’s Annual Report on
Form 10-K for the year ended December 31, 2008, which was filed
with the SEC on February 27, 2009, and its definitive proxy statement for
the 2009 Annual Meeting, which was filed with the SEC on April 29, 2009. To the
extent holdings of Chemed securities have changed since the amounts printed in
the definitive proxy statement for the 2009 Annual Meeting, such changes have
been or will be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. These documents may be obtained free of charge (when available)
from the SEC’s website at www.sec.gov and Chemed’s website at
www.chemed.com.
Contacts
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David
P. Williams
Chemed
Corporation
513-762-6901
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Andy
Brimmer / Andrew Siegel
Joele
Frank, Wilkinson Brimmer Katcher
212-355-4449
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