8-KThe WireRoutine
Shareholder Vote
Filed May 20, 2025 · 1y ago · Accession 0001562762-25-000136
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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 19, 2025
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 19, 2025, 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
12,805,746
203,421
7,671
606,879
Ron DeLyons
12,956,743
51,694
8,403
606,879
Patrick P. Grace
10,511,691
2,496,934
8,214
606,879
Christopher J. Heaney
12,538,201
471,297
7,341
606,879
Thomas C. Hutton
12,702,073
305,444
9,322
606,879
Andrea R. Lindell
12,019,883
990,235
6,721
606,879
Elaine McCarthy
12,875,568
133,496
7,775
606,879
John M. Mount Jr.
12,957,467
50,841
8,531
606,879
George J. Walsh III
11,621,689
1,386,923
8,227
606,879
Item 2. Stock Incentive Plan. The proposal to approve and adopt the Company’s 2025 Stock Incentive Plan was approved with the following votes:
Voted
For
11,536,322
Against
1,473,289
Abstain
7,228
Broker non-votes
606,879
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, 2024, was approved with the following votes:
Voted
For
13,250,853
Against
365,426
Abstain
7,439
Broker non-votes
-
Page 2 of 4
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
For
11,039,768
Against
1,656,237
Abstain
320,853
Broker non-votes
606,879
(c) The proposal to reduce the stockholder threshold for calling a special meeting to 10% that was set forth in the Company’s proxy was not presented at the meeting, as neither the proponent nor a representative attended the meeting.
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 20, 2025
By:
/s/ Michael D. Witzeman
Michael D. Witzeman
Executive Vice President and Chief Financial Officer
Page 3 of 4
Filing details
- Company
- CHEMED CORP
- Ticker
- CHE
- CIK
- 19584
- Form type
- 8-K
- Filing date
- May 20, 2025
- Report date
- May 19, 2025
- Document
- che-20250519x8k.htm
- Size
- 276 KB