che-20220517x8k
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

May 17, 2022

CHEMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

     1-8351

  31-0791746

(State or other
jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification
Number)

2600 First Financial Center, 255 East 5th Street, Cincinnati, OH 45202

(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:

(513) 762-6690

 

Title of each class

 

Trading symbol

Name of each exchange on which

registered

Capital stock $1 par value

CHE

NYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[_]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

[_]     Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240-14d-2(b))

[_]     Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.  Emerging growth company [_]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [_]


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Item 5.07 Submission of Matters to a Vote of Security Holders

(a)On May 16, 2022, Chemed Corporation held its annual meeting of stockholders.

(b)Stockholders voted on the matters set forth below:

Item 1. Election of Directors. The following directors, who constitute the entire Board of Directors, were elected at the meeting by the votes indicated:

Nominee

For

Against

Abstentions

Broker non-votes

Kevin J. McNamara

13,036,453 

148,792 

9,114 

650,800 

Ron DeLyons

13,056,763 

124,978 

12,618 

650,800 

Joel F. Gemunder

8,752,452 

3,924,098 

517,807 

650,800 

Patrick P. Grace

9,073,514 

3,980,051 

140,794 

650,800 

Christopher J. Heaney

13,125,112

57,627 

11,620 

650,800 

Thomas C. Hutton

12,881,993 

302,322 

10,045 

650,800 

Andrea R. Lindell

12,792,516 

260,820 

141,023 

650,800 

Thomas P. Rice

12,802,015 

250,812 

141,532

650,800 

Donald E. Saunders

12,176,903 

874,992 

142,465 

650,800 

George J. Walsh III

10,312,300 

2,870,779 

11,281 

650,800 

 

Item 2. Stock Incentive Plan. The proposal to approve and adopt the Company’s 2022 Stock Incentive Plan was approved with the following votes:

Voted

For

11,167,017 

Against

2,018,770 

Abstain

8,572 

Broker non-votes

650,800 

Item 3. Ratification of Independent Accountants. The proposal to ratify the appointment of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the company’s independent accountants for the year ending December 31, 2022, was approved with the following votes:

Voted

For

13,134,645 

Against

701,868 

Abstain

8,647 

Broker non-votes

-


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Item 4. Executive Compensation. The proposal to approve, on a non-binding basis, the Company’s executive compensation program, was approved with the following votes:

Voted

For

11,807,439 

Against

1,372,825 

Abstain

14,095 

Broker non-votes

650,800 


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHEMED CORPORATION

Dated:   May 17, 2022

By:

/s/ Michael D. Witzeman

Michael D. Witzeman

Vice President and Controller

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