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, 2019
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 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
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:
|
Title of each class
|
Trading symbol
|
Name of each exchange on which
registered
|
|
Capital stock $1 par value
|
CHE
|
New York Stock Exchange
|
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. [_]
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 3
Item 5.07 Submission of Matters to a
Vote of Security Holders
(a) On May 20, 2019, 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
|
12,984,787
|
123,443
|
19,461
|
1,123,485
|
||||
|
George J. Walsh III
|
10,636,933
|
2,463,422
|
27,336
|
1,123,485
|
||||
|
Joel F. Gemunder
|
10,553,403
|
2,545,065
|
29,223
|
1,123,485
|
||||
|
Patrick P. Grace
|
10,186,087
|
2,817,212
|
124,392
|
1,123,485
|
||||
|
Thomas C. Hutton
|
12,732,063
|
377,111
|
18,517
|
1,123,485
|
||||
|
Walter L. Krebs
|
12,442,399
|
660,028
|
25,264
|
1,123,485
|
||||
|
Andrea R. Lindell
|
12,959,153
|
143,278
|
25,260
|
1,123,485
|
||||
|
Thomas P. Rice
|
13,005,644
|
88,741
|
33,306
|
1,123,485
|
||||
|
Donald E. Saunders
|
12,431,985
|
668,004
|
27,702
|
1,123,485
|
||||
|
Frank E. Wood
|
12,439,547
|
661,985
|
26,159
|
1,123,485
|
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, 2019, was approved with the following votes:
| Voted | ||||
|
For
|
13,662,992
|
|||
|
Against
|
543,626
|
|||
|
Abstain
|
44,558
|
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
|
12,528,451
|
|||
|
Against
|
562,767
|
|||
|
Abstain
|
36,473
|
|||
|
Broker non-votes
|
1,123,485
|
Page 2 of 3
Item 4. Stockholder Proposal. The
stockholder proposal requesting a semi-annual report on (a) the Company’s policies on political spending and (b) political contributions made was disapproved with the following votes
|
Voted
|
||||
|
For
|
6,025,781
|
|||
|
Against
|
7,016,935
|
|||
|
Abstain
|
84,975
|
|||
|
Broker non-votes
|
1,123,485
|
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 22, 2019
|
|
By:
|
/s/ Michael D. Witzeman
|
|
|
|
|
|
|
Michael D. Witzeman
|
|
|
|
|
|
|
Vice President and Controller
|
|
Page 3 of 3