Chemed Corporation

05/17/2022 | Press release | Distributed by Public on 05/17/2022 09:28

Submission of Matters to a Vote of Security Holders - Form 8-K

che-20220517x8k

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. [_]


Page 1of 4

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

-


Page 2of 4

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


Page 3of 4

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

Page 4of 4