false000001958400000195842020-05-182020-05-18

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 18, 2020

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 1 of 4


Item 5.07 Submission of Matters to a Vote of Security Holders

(a)On May 18, 2020, 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

13,214,659 

174,755 

16,383 

975,891 

Ron DeLyons

13,348,485 

39,058 

18,253 

975,891 

Joel F. Gemunder

11,252,779 

2,136,040 

16,978 

975,891 

Patrick P. Grace

10,441,009 

2,640,184 

324,603 

975,891 

Christopher J. Heaney

13,347,380 

41,188 

17,229 

975,891 

Thomas C. Hutton

13,079,375 

309,340 

17,082 

975,891 

Andrea R. Lindell

13,148,607 

241,402 

15,787 

975,891 

Thomas P. Rice

12,939,295 

277,903 

188,598 

975,891 

Donald E. Saunders

12,493,677 

723,474 

188,645 

975,891 

George J. Walsh III

11,281,435 

2,104,147 

20,214 

975,891 

 

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, 2020, was approved with the following votes:

Voted

For

13,799,962 

Against

562,370 

Abstain

19,355 

Broker non-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:

Voted

For

12,836,856 

Against

539,334 

Abstain

29,607 

Broker non-votes

975,891 


Page 2 of 4


Item 4. Stockholder Proposal. The stockholder proposal requesting a semi-annual report on (a) the Company’s policies on political spending and (b) political contributions made was disapproved with the following votes:

Voted

For

6,368,873 

Against

6,845,272 

Abstain

191,652 

Broker non-votes

975,891 


Page 3 of 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 19, 2020

By:

/s/ Michael D. Witzeman

Michael D. Witzeman

Vice President and Controller

Page 4 of 4