SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 5.07 Submission of Matters to a Vote of Security Holders
(a)On May 15, 2023, 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:
Kevin J. McNamara
Patrick P. Grace
Christopher J. Heaney
Thomas C. Hutton
Andrea R. Lindell
John M. Mount Jr.
Thomas P. Rice
George J. Walsh III
Item 2. 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, 2023, was approved with the following votes:
Item 3. Executive Compensation. The proposal to approve, on a non-binding basis, the Company’s executive compensation program, was approved with the following votes:
Item 4. Frequency of advisory votes on executive compensation. The proposal to hold an advisory vote on frequency of advisory votes on executive compensation, was approved with the following votes:
Item 5. Stockholder Proposal. The proposal requesting stockholder ratification of termination pay, was not approved with the following votes:
(c)Following the vote on frequency of stockholder advisory votes on executive compensation, the Board of Directors decided to hold a stockholder vote on executive compensation in the Company’s proxy materials each year until the next vote on frequency of stockholder advisory votes.
(d)Following her election, the Board of Directors determined that Eileen McCarthy is independent and appointed her to the Compensation/Incentive Committee.
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.
Dated: May 16, 2023
/s/ Michael D. Witzeman
Michael D. Witzeman
Vice President and Controller