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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.

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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
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