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, 2023 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 15, 2023, 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 13,177,032  221,781  16,901  743,025  Ron DeLyons 13,250,702  155,701  9,311  743,025  Patrick P. Grace 10,025,720  3,295,348  94,646  743,025  Christopher J. Heaney 13,026,990  379,514  9,210  743,025  Thomas C. Hutton 13,215,396  192,523  7,796  743,025  Andrea R. Lindell 12,704,541  623,870  87,304  743,025  Elaine McCarthy 13,392,362  15,603  7,749  743,025  John M. Mount Jr. 13,331,523  75,000  9,192  743,025  Thomas P. Rice 12,950,739  376,753  88,223  743,025  George J. Walsh III 11,270,147  2,137,074  8,493  743,025  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, 2023, was approved with the following votes: Voted For 13,715,097  Against 436,826  Abstain 6,818  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 10,359,330  Against 3,020,668  Abstain 35,717  Broker non-votes 743,025  ‎ Page 2 of 4 Item 4. Frequency of advisory votes on executive compensation. The proposal to hold an advisory vote on frequency of advisory votes on executive compensation, was approved with the following votes: ‎ Voted One year 13,012,902  Two years 118,686  Three years 258,661  Abstain 25,465  Broker non-votes 743,025  Item 5. Stockholder Proposal. The proposal requesting stockholder ratification of termination pay, was not approved with the following votes: Voted For 6,498,338  Against 6,890,605  Abstain 26,772  Broker non-votes 743,025  (c) Following the vote on frequency of stockholder advisory votes on executive compensation, the Board of Directors decided to hold a stockholder vote on executive compensation in the Company’s proxy materials each year until the next vote on frequency of stockholder advisory votes. (d) Following her election, the Board of Directors determined that Eileen McCarthy is independent and appointed her to the Compensation/Incentive Committee. 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 16, 2023 By: /s/ Michael D. Witzeman Michael D. Witzeman Vice President and Controller Page 3 of 4