Shareholder Vote

8-K 1 a51345062.htm CHEMED CORPORATION 8-K 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 16, 2016 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 Chemed 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 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 the Exchange Act (17 CFR 240.14d-2(b)) ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 of 3 Item 5.07 Submission of Matters to a Vote of Security Holders (a) On May 16, 2016, Chemed Corporation held its annual meeting of shareholders.   (b) 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   Kevin J. McNamara   14,212,737   78,741   18,068 George J. Walsh III 13,819,006 471,538 19,002 Joel F. Gemunder 13,734,864 553,549 21,133 Patrick P. Grace 13,801,694 489,081 18,771 Thomas C. Hutton 14,144,487 146,208 18,851 Walter L. Krebs 14,156,697 134,039 18,810 Andrea R. Lindell 14,216,314 74,769 18,463 Thomas P. Rice 14,230,709 60,042 18,795 Donald E. Saunders 13,822,235 468,136 19,175 Frank E. Wood 14,102,078 188,195 19,273                    At the annual meeting, shareholders voted on the following matters:                    Re-approval of Stock Incentive Plans.   The proposal to re-approve the performance objectives of the 2006 and 2010 Stock Incentive Plans and Target Bonus Program were approved with the following votes:       Voted         Percent of Voted   For 14,068,681 98.32% Against 213,570 1.49% Abstain 27,295 .19% Broker non-votes 1,190,967 --                     Ratification of Auditors.   The proposal to ratify the appointment of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the company’s independent auditor for the year ending December 31, 2016, was approved with the following votes:   Voted         Percent of Voted   For 15,334,031 98.93% Against 143,095    .92% Abstain 23,387    .15% 2 of 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         Percent of Voted   For 13,864,197 96.89% Against 405,264   2.83% Abstain 40,085    .28% Broker non-votes: 1,190,967    -- 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 18, 2016       By: /s/  Arthur V. Tucker Jr.                  Arthur V. Tucker, Jr.   Vice President and Controller Page 3 of 3 -->