CHEMED CORP current report, Q2 FY2013

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Business Context and Reporting Period

This Form 8-K filing by Chemed Corporation reports on the results of its annual meeting of shareholders held on May 20, 2013. The filing details the election of directors and shareholder votes on auditor ratification and executive compensation.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a current report regarding corporate governance events rather than a financial statement.

Material Changes and Voting Results

Election of Directors

All ten nominees were elected to the Board of Directors. Voting results varied significantly among candidates:

  • Kevin J. McNamara: 16,361,831 For; 15,838 Against.
  • George J. Walsh III: 12,813,297 For; 1,121,667 Against.
  • Joel F. Gemunder: 12,587,019 For; 2,606,977 Against.
  • Patrick P. Grace: 16,343,833 For; 30,820 Against.
  • Thomas C. Hutton: 16,294,910 For; 83,273 Against.
  • Walter L. Krebs: 13,212,609 For; 1,134,232 Against.
  • Andrea R. Lindell: 13,227,731 For; 1,119,124 Against.
  • Thomas P. Rice: 16,384,580 For; 16,578 Against.
  • Donald E. Saunders: 16,348,830 For; 26,370 Against.
  • Frank E. Wood: 13,189,142 For; 1,131,363 Against.

Ratification of Auditors

Shareholders approved the appointment of PricewaterhouseCoopers LLP as the independent auditor for the year ending December 31, 2013.

  • For: 17,704,092 votes (99.08%)
  • Against: 142,702 votes (0.80%)
  • Abstain: 21,267 votes (0.12%)

Say-on-Pay

Shareholders approved the executive compensation program on a non-binding basis.

  • For: 10,704,092 votes (64.82%)
  • Against: 5,765,843 votes (34.92%)
  • Abstain: 43,170 votes (0.26%)
  • Broker Non-votes: 1,354,627

Guidance, Outlook, and Risks

The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.

Investor Verification Checklist

  • Verify the specific reasons for the significant "Against" votes (approx. 8-17%) for directors George J. Walsh III, Joel F. Gemunder, Walter L. Krebs, Andrea R. Lindell, and Frank E. Wood.
  • Review the proxy statement for details on the executive compensation program that received a 34.92% "Against" vote.
  • Confirm the total number of shares outstanding to contextualize the voting percentages.