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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 15, 2006
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
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 230.425)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
Act (17 CFR 230.425)
Page 1 of 3
Item 1.01 Entry Into A Material Definitive Agreement
On May 15, 2006 the Board Of Directors of Chemed Corporation ("Board") reviewed
compensation for the Board's non-employee directors. The Board increased the
annual retainer fee for Board members from $18,000 to $20,000 and increased the
annual unrestricted awards of Chemed capital stock to non-employee directors
from 400 to 1,000 shares, paid on May 15, 2006. Employee directors continue to
receive an annual award of 400 shares. Directors may elect deferral of the cash
equivalent of the 1,000 shares.
The Board made no other changes to the annual retainer and meeting fee schedules
for non-employee directors. These schedules as so revised are shown below.
Annual Retainer Schedule
- ------------------------
Retainer for each director $ 20,000
Committee retainer
Audit Committee Chair $ 20,000
Audit Committee member $ 10,000
Compensation/Incentive Committee Chair $ 5,250
Compensation/Incentive Committee member $ 3,500
Nominating Committee member $ 7,000
Meeting Fee Schedule
- --------------------
Board Meeting $ 3,000
Executive Committee meeting $ 1,000
Audit and Compensation/Incentive Committee meeting $ 1,000
Audit and Compensation/Incentive Committee meeting
held on the same day as Board meeting $ 500
Non-employee directors continue to be eligible to participate in a deferred
compensation plan, and to receive the other director benefits described in our
proxy statement for the 2006 annual meeting of shareholders that was held on May
15, 2006.
On May 15, 2006 the Chemed Corporation's shareholders approved adoption of the
2006 Stock Incentive Plan, under which options to purchase capital stock and
awards of such stock may be made to executive officers and directors. The plan
is described in the Company's Proxy Statement for the Annual Meeting of
Shareholders held May 15, 2006.
Item 8.01 Other Events
The Registrant announced May 15, 2006 that, effective May 15, 2006 it has
increased the number of authorized shares from 40 million to 80 million. The
Registrant's press release, dated May 15, 2006 and its amendment are attached as
exhibits to this report.
Page 2 of 3
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
c) Exhibits
( 3.1) Certificate of Amendment to Certificate of Incorporation.
(99.1) Registrant's press release dated May 16, 2006.
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, 2006 By: /s/ Arthur V. Tucker, Jr.
------------- ---------------------------
Arthur V. Tucker, Jr.
Vice President and Controller
Page 3 of 3
EXHIBIT 3.1
Certificate of Amendment of
Certificate of Incorporation of
Chemed Corporation
Chemed Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
Does hereby certify:
First: that at a meeting of the Board of Directors of March 10, 2006,
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of
said corporation for consideration thereof. The resolution setting
forth the proposed amendment is as follows:
"RESOLVED: that the Certificate of Incorporation, as amended, of the
Corporation be amended by striking Article IV thereof in its entirety
and substituting in lieu thereof the following Article IV:
Article IV. The total number of shares of stock which the
Corporation shall have authority to issue is Eighty Million
(80,000,000) of which Eighty Million (80,000,000) shares shall
be Capital Stock with a par value of One Dollar ($1.00) per
share amounting in the aggregate to Eighty Million Dollars
($80,000,000.00)."
Second: that thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of said Corporation was duly called and
held on May 15, 2006 upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor
of the amendment.
Third: that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, said Chemed Corporation has caused this Certificate
to be signed by its President and Chief Executive Officer and attested to by its
Secretary this 15th day of May, 2006.
CHEMED CORPORATION
By: /s/ Kevin J. McNamara
---------------------------------
Kevin J. McNamara, President and
Chief Executive Officer
[SEAL] Attest:
By: /s/ Naomi C. Dallob
---------------------------------
Naomi C. Dallob, Secretary
EXHIBIT 99.1
Chemed Corporation Holds Annual Stockholders' Meeting;
Board Declares Quarterly Dividend
CINCINNATI--(BUSINESS WIRE)--May 15, 2006--Stockholders of Chemed
Corporation (NYSE:CHE) today elected a slate of 13 directors at the
company's 2006 annual stockholders' meeting. Each of the directors
continues from the prior term.
Shareholders also adopted the company's 2006 Stock Incentive Plan,
increased the number of authorized shares of Capital Stock from
40,000,000 to 80,000,000 shares, and ratified the continuation of
PricewaterhouseCoopers LLP as the company's independent accountants
for 2006.
Dividend Declared
Following the stockholders' meeting, Chemed's Board of Directors
declared a quarterly cash dividend of 6 cents per share on the
company's capital stock, payable on June 9, 2006, to stockholders of
record May 27, 2006. This represents the 140th consecutive quarterly
dividend paid to shareholders in Chemed's 35 years as a public
company.
Listed on the New York Stock Exchange and headquartered in
Cincinnati, Ohio, Chemed Corporation (www.chemed.com) operates two
wholly owned subsidiaries: VITAS Healthcare and Roto-Rooter. VITAS is
the nation's largest provider of end-of-life hospice care, and
Roto-Rooter is the nation's leading provider of plumbing and drain
cleaning services.
Statements in this press release or in other Chemed communications
may relate to future events or Chemed's future performance. Such
statements are forward-looking statements and are based on present
information Chemed has related to its existing business circumstances.
Investors are cautioned that such forward-looking statements are
subject to inherent risk and that actual results may differ materially
from such forward-looking statements. Further, investors are cautioned
that Chemed does not assume any obligation to update forward-looking
statements based on unanticipated events or changed expectations.
CONTACT: Chemed Corporation
David P. Williams, 513-762-6901