Shareholder Vote

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 15, 2017 CHEMED CORPORATION (Exact name of registrant as specified in its charter) Delaware                                       1‑8351                          31‑0791746 (State or other              (Commission File Number)       (I.R.S. Employer jurisdiction of                                                                       Identification incorporation)                                                                               Number) 2600 First Financial Center, 255 East 5th Street, Cincinnati, OH 45202 (Address of principal executive offices, including 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 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]   Page 1 of 3   Item 5.07            Submission of Matters to a Vote of Security Holders (a) On May 15, 2017, Chemed Corporation held its annual meeting of shareholders.   (b) Shareholders 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 Abstain           Kevin J. McNamara 14,065,686                                      84,005   10,066 Joel F. Gemunder 13,302,912                                    844,882   11,963 Patrick P. Grace 13,362,343                                    784,859   12,555 Thomas C. Hutton 13,797,374                                    352,030   10,353 Walter L. Krebs 14,002,256                                    146,581   10,920 Andrea R. Lindell 14,077,050                                      71,792   10,915 Thomas P. Rice 14,084,108                                      64,143   11,506 Donald E. Saunders 13,615,980                                    532,664   11,113 George J. Walsh III 13,423,077                                    727,515     9,165 Frank E. Wood 13,954,199                                    193,641   11,917 Item 2.  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, 2017, was approved with the following votes:       Voted   Percent of Voted             For 14,726,912   98.47% Against 220,112   1.47% Abstain 8,751   0.06% Item 3.  Advisory Vote on 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 13,709,943   96.82% Against 394,704   2.79 % Abstain 55,110   0.39% Broker non-votes 796,018   -   Page 2 of 3 Item 4.  Frequency of Advisory Votes on Executive Compensation.   The proposal to approve, on a non-binding basis, the frequency of shareholder advisory votes on executive compensation, resulted in the following votes:     For:       1 YR 12,252,374     2 YR 28,462     3 YR 1,812,663     Abstain 66,258     Broker non-votes 796,018     Item 5.  Shareholder Proposal.   The proposal to amend the Company’s Bylaws to allow holders of 10% of Chemed Corporation capital stock to call Special Meetings of shareholders, was disapproved with the following votes:   Voted   Percent of Voted           For 5,579,965   39.41% Against 8,556,620   60.43% Abstain 23,172   0.16% Broker non-votes 796,018   -   (c) Following the vote on frequency of shareholder advisory votes on executive compensation, the Board of Directors decided to include a shareholder vote on executive compensation in the Company’s proxy materials each year until the next vote on frequency of shareholder advisory votes.     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, 2017   By: /s/ Michael D. Witzeman         Michael D. Witzeman Vice President and Controller                                     Page 3 of 3