CHEMED CORPORATION (NYSE:CHE) Files An 8-K Submission of Matters to a Vote of Security Holders

CHEMED CORPORATION (NYSE:CHE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders

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(a)

On May 21, 2018, Chemed Corporation held its annual meeting of shareholders.

(b)

Shareholders 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
Kevin J. McNamara 14,348,665 123,751 35,814
George J. Walsh III 13,647,465 824,188 36,576
Joel F. Gemunder 13,626,180 843,949 38,101
Patrick P. Grace 13,615,925 856,418 35,886
Thomas C. Hutton 14,064,873 408,250 35,108
Walter L. Krebs 14,205,560 266,437 36,233
Andrea R. Lindell 14,295,480 176,571 36,178
Thomas P. Rice 14,403,335 68,235 36,659
Donald E. Saunders 13,922,303 550,189 35,737
Frank E. Wood 14,209,722 262,165 36,343

Item 2. Approval and Adoption of the 2018 Stock Incentive Plan. The proposal to approve and adopt the 2018 Stock Incentive Plan was approved with the following votes:

Voted Percent of Voted
For 12,411,824 85.55%
Against 2,050,340 14.13%
Abstain 46,066 0.32%
Broker non-votes 808,516

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, 2018, was approved with the following votes:

Voted Percent of Voted
For 15,044,270 98.22%
Against 210,843 1.37%
Abstain 61,633 0.40%

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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 Percent of Voted
For 13,856,628 95.50%
Against 593,654 4.09%
Abstain 57,948 0.40%
Broker non-votes 808,516

Item 5. Stockholder Proposal. The proposal to amend the proxy access bylaw provisions was disapproved with the following votes:

Voted Percent of Voted
For 3,805,332 26.22%
Against 10,033,299 69.15%
Abstain 669,599 4.62%
Broker non-votes 808,516


About CHEMED CORPORATION (NYSE:CHE)

Chemed Corporation operates and divests subsidiaries engaged in diverse business activities. The Company operates its business in two segments: the VITAS segment (VITAS) and the Roto-Rooter segment (Roto-Rooter). The Company’s VITAS segment provides hospice and palliative care services to its patients through a network of physicians, registered nurses, home health aides, social workers, clergy and volunteers. VITAS segment provides hospice care to Medicare beneficiaries receiving their non-hospice healthcare services from health maintenance organizations (HMOs) under Medicare risk contracts. The Company and its subsidiaries also own training manuals, cost information, patient information and software source codes. A portion of its VITAS business is operated in the state of Florida. The Company’s Roto-Rooter segment provides plumbing, drain cleaning, water restoration and other related services to both residential and commercial customers.

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