CHEMED CORPORATION (NYSE:CHE) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 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. |
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(b) |
Shareholders voted on the matters set forth below: |
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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 |
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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 |
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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 |
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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 |
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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.