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 18, 2015


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)

Suite 2600, 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 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))

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Item 5.07          Submission of Matters to a Vote of Security Holders

(a)       On May 18, 2015, 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 14,364,313 170,940 98,698
George J. Walsh III 14,243,528 291,155 99,268
Joel F. Gemunder 14,269,175 266,282 98,494
Patrick P. Grace 13,960,032 575,022 98,897
Thomas C. Hutton 14,298,557 236,773 98,621
Walter L. Krebs 14,255,085 278,404 100,462
Andrea R. Lindell 14,304,782 230,576 98,593
Thomas P. Rice 14,400,556 134,611 98,784
Donald E. Saunders 14,327,920 206,536 99,495
Frank E. Wood 14,250,440 284,157 99,354

At the annual meeting, shareholders voted on the following matters:

2015 Stock Incentive Plan.  The proposal to approve the adoption of the 2015 Stock Incentive Plan was approved with the following votes:

Voted

 

Percent of Voted

 
For 12,070,873 82.49 %
Against 2,454,603 16.77 %
Abstain 108,511 .74 %
Broker non-votes 1,125,508 --

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, 2015, was approved with the following votes:

Voted

 

Percent of Voted

 
For 15,493,102 98.31 %
Against 163,479 1.04 %
Abstain 102,878 .65 %

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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 11,620,421 79.48 %
Against 2,892,201 19.76 %
Abstain 111,329 .76 %
Broker non-votes: 1,125,508 --




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, 2015

By:

/s/  Arthur V. Tucker Jr.

 

Arthur V. Tucker, Jr.

 

Vice President and Controller



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