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, 2014
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 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202 |
|
(Address of principal executive offices) (Zip Code) |
Registrant’s
telephone number, including area code:
(513) 762-6500
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 the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
| (a) | On May 19, 2014, Chemed Corporation held its annual meeting of shareholders. |
| (b) |
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 | 15,405,139 |
36,488 |
88,653 | |||||
| George J. Walsh III | 14,680,190 | 750,779 | 99,311 | |||||
| Joel F. Gemunder | 15,187,474 | 170,288 | 172,518 | |||||
| Patrick P. Grace | 14,907,106 | 167,407 | 455,767 | |||||
| Thomas C. Hutton | 15,402,853 | 38,838 | 88,589 | |||||
| Walter L. Krebs | 15,397,006 | 45,777 | 87,497 | |||||
| Andrea R. Lindell | 15,397,955 | 37,012 | 95,313 | |||||
| Thomas P. Rice | 15,287,811 | 146,815 | 95,654 | |||||
| Donald E. Saunders | 15,319,158 | 28,588 | 182,534 | |||||
| Frank E. Wood | 15,386,511 | 47,312 | 96,457 | |||||
| At the annual meeting, shareholders voted on the following matters: | ||||||||
|
Ratification of Auditors. The proposal to ratify the appointment of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the company’s independent auditor for the year ending December 31, 2014, was approved with the following votes: |
||||||||
|
Voted |
Percent of Voted |
||||
| For | 16,527,240 | 99.52% | |||
| Against | 52,913 | .32% | |||
| Abstain | 27,296 | .16% | |||
|
Say-on-Pay. 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 | 14,509,867 | 93.43% | |||
| Against | 977,261 | 6.29% | |||
| Abstain | 43,153 | .28% | |||
| Broker non-votes: | 1,077,169 | - | |||
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 23, 2014 |
By: |
/s/ Arthur V. Tucker Jr. |
|
|
Arthur V. Tucker, Jr. |
||
|
|
Vice President and Controller |
Page 3 of 3