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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 19, 2025

CHEMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

     1-8351

  31-0791746

(State or other
jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification
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

 

Title of each class

 

Trading symbol

Name of each exchange on which

registered

Capital stock $1 par value

CHE

NYSE

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:

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.  [_]


Page 1 of 4


Item 5.07 Submission of Matters to a Vote of Security Holders

(a)On May 19, 2025, 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

12,805,746 

203,421 

7,671 

606,879 

Ron DeLyons

12,956,743 

51,694 

8,403 

606,879 

Patrick P. Grace

10,511,691 

2,496,934 

8,214 

606,879 

Christopher J. Heaney

12,538,201 

471,297 

7,341 

606,879 

Thomas C. Hutton

12,702,073 

305,444 

9,322 

606,879 

Andrea R. Lindell

12,019,883 

990,235 

6,721 

606,879 

Elaine McCarthy

12,875,568 

133,496 

7,775 

606,879 

John M. Mount Jr.

12,957,467 

50,841 

8,531 

606,879 

George J. Walsh III

11,621,689 

1,386,923 

8,227 

606,879 

Item 2. Stock Incentive Plan. The proposal to approve and adopt the Company’s 2025 Stock Incentive Plan was approved with the following votes:

Voted

For

11,536,322 

Against

1,473,289 

Abstain

7,228 

Broker non-votes

606,879 

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, 2024, was approved with the following votes:

Voted

For

13,250,853 

Against

365,426 

Abstain

7,439 

Broker non-votes

-


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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

For

11,039,768 

Against

1,656,237 

Abstain

320,853 

Broker non-votes

606,879 

(c)The proposal to reduce the stockholder threshold for calling a special meeting to 10% that was set forth in the Company’s proxy was not presented at the meeting, as neither the proponent nor a representative attended the meeting.

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 20, 2025

By:

/s/ Michael D. Witzeman

Michael D. Witzeman

Executive Vice President and Chief Financial Officer

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-101.SCH

EX-101.LAB

EX-101.PRE

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