Shareholder Vote

8-K 1 a51810309.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 21, 2018 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 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)) 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. ⃞ 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 3 Item 5.07 Submission of Matters to a Vote of Security Holders (a) On May 21, 2018, 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   Abstentions Kevin J. McNamara 14,348,665 123,751 35,814 George J. Walsh III 13,647,465 824,188 36,576 Joel F. Gemunder 13,626,180 843,949 38,101 Patrick P. Grace 13,615,925 856,418 35,886 Thomas C. Hutton 14,064,873 408,250 35,108 Walter L. Krebs 14,205,560 266,437 36,233 Andrea R. Lindell 14,295,480 176,571 36,178 Thomas P. Rice 14,403,335 68,235 36,659 Donald E. Saunders 13,922,303 550,189 35,737 Frank E. Wood 14,209,722 262,165 36,343   Item 2. Approval and Adoption of the 2018 Stock Incentive Plan. The proposal to approve and adopt the 2018 Stock Incentive Plan was approved with the following votes:     Voted   Percent of Voted For 12,411,824 85.55% Against 2,050,340 14.13% Abstain 46,066 0.32% Broker non-votes 808,516 -   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, 2018, was approved with the following votes:     Voted   Percent of Voted For 15,044,270 98.22% Against 210,843 1.37% Abstain 61,633 0.40% Page 2 of 3   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   Percent of Voted For 13,856,628 95.50% Against 593,654 4.09% Abstain 57,948 0.40% Broker non-votes 808,516 -   Item 5. Stockholder Proposal. The proposal to amend the proxy access bylaw provisions was disapproved with the following votes:     Voted   Percent of Voted For 3,805,332 26.22% Against 10,033,299 69.15% Abstain 669,599 4.62% Broker non-votes 808,516 - 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 23, 2018 By: /s/   Michael D. Witzeman Michael D. Witzeman Vice President and Controller Page 3 of 3 -->