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 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: ( 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 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  ‎ Page 2 of 4 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 Page 3 of 4