CHE 8-K
Chemed Corp (CHE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) (Zip Code)
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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):
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. [_]
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:
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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:
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| Voted |
For |
| 13,715,097 |
Against |
| 436,826 |
Abstain |
| 6,818 |
Broker non-votes |
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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:
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| Voted |
For |
| 10,359,330 |
Against |
| 3,020,668 |
Abstain |
| 35,717 |
Broker non-votes |
| 743,025 |
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:
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| 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:
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| 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.
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| CHEMED CORPORATION | |
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Dated: May 16, 2023 | By: | /s/ Michael D. Witzeman |
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| Michael D. Witzeman |
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| Vice President and Controller |
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