Form 8-K - Current report

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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 20, 2024

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:

[phone]

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 20, 2024, 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		13,260,382		183,127		9,636		657,627
Ron DeLyons		13,399,397		44,785		8,964		657,627
Patrick P. Grace		10,340,864		3,102,593		9,689		657,627
Christopher J. Heaney		12,706,259		737,552		9,335		657,627
Thomas C. Hutton		13,251,771		192,129		9,247		657,627
Andrea R. Lindell		12,986,058		458,653		8,436		657,627
Elaine McCarthy		13,316,333		127,118		9,695		657,627
John M. Mount Jr.		13,371,045		71,743		10,359		657,627
Thomas P. Rice		13,169,821		274,151		9,175		657,627
George J. Walsh III		11,528,910		1,914,772		9,465		657,627

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, 2024, was approved with the following votes:

		Voted
For		13,700,299
Against		403,720
Abstain		6,754
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		11,126,353
Against		2,312,361
Abstain		14,433
Broker non-votes		657,627

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Item 4. Stockholder Proposal. The proposal requesting stockholder ratification of termination pay, was not approved with the following votes:

		Voted
For		1,017,627
Against		12,380,038
Abstain		55,482
Broker non-votes		657,627

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 21, 2024	By:	/s/ Michael D. Witzeman
		Michael D. Witzeman
		Vice President and Chief Financial Officer

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Document And Entity Information	May 20, 2024
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 20, 2024
Entity Registrant Name	CHEMED CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8351
Entity Tax Identification Number	31-0791746
Entity Address, Address Line One	255 East 5th Street
Entity Address, Address Line Two	2600 First Financial Center
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	762-6690
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Title of 12(b) Security	Capital stock $1 par value
Trading Symbol	CHE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000019584
Amendment Flag	false

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