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Shareholders at Chemed (NYSE: CHE) vote down pay plan but back board

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chemed Corporation reported voting results from its annual meeting of stockholders held on May 18, 2026. All director nominees were elected, with support levels generally above ten million votes for each candidate and broker non-votes of 769,580 on each director item.

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent accountants for the year ending December 31, 2026, with 11,562,294 votes for and 523,129 against. However, the non-binding proposal to approve the company’s executive compensation program was not approved, receiving 4,383,683 votes for and 6,926,656 votes against, with 769,580 broker non-votes.

Positive

  • Shareholders re-elected the entire board of directors, providing continuity in governance with each nominee receiving over 10 million votes in favor despite some opposition and broker non-votes.
  • The appointment of PricewaterhouseCoopers LLP as independent accountants for 2026 was ratified with 11,562,294 votes for and 523,129 against, supporting ongoing independent oversight of Chemed’s financial reporting.

Negative

  • The non-binding proposal to approve Chemed’s executive compensation program was not approved, with 6,926,656 votes against and 4,383,683 in favor, signaling significant shareholder dissatisfaction with current pay practices.

Insights

Shareholders re-elected the full board but rejected Chemed’s executive pay program.

Chemed’s entire slate of directors was re-elected with strong support, and shareholders ratified PricewaterhouseCoopers LLP as independent accountants for the year ending December 31, 2026. These outcomes signal continuity in board composition and external financial oversight.

The key development is the failed say-on-pay vote: 6,926,656 votes were cast against executive compensation versus 4,383,683 in favor. While advisory only, such a result often prompts boards to re-evaluate pay structure, disclosure, or alignment with performance in subsequent proxy cycles.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
McNamara director votes for 11,111,578 votes Votes for director nominee Kevin J. McNamara
Heaney director votes for 10,891,279 votes Votes for director nominee Christopher J. Heaney
Auditor ratification for 11,562,294 votes Votes for ratifying PricewaterhouseCoopers LLP for 2026
Auditor ratification against 523,129 votes Votes against ratifying PricewaterhouseCoopers LLP
Say-on-pay for 4,383,683 votes Votes for approving executive compensation program
Say-on-pay against 6,926,656 votes Votes against executive compensation program
Broker non-votes on pay 769,580 votes Broker non-votes on the executive compensation proposal
annual meeting of stockholders financial
"On May 18, 2026, Chemed Corporation held its annual meeting of stockholders."
broker non-votes financial
"Broker non-votes 769,580"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent accountants financial
"appointment of PricewaterhouseCoopers LLP ... as the company’s independent accountants for the year ending December 31, 2026"
executive compensation financial
"The proposal to approve, on a non-binding basis, the Company’s executive compensation program, was not approved"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
non-binding basis financial
"The proposal to approve, on a non-binding basis, the Company’s executive compensation program"
Understanding 8-K Material Events →
false000001958400000195842026-05-182026-05-18

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, 2026

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 3

Item 5.07 Submission of Matters to a Vote of Security Holders

(a)On May 18, 2026, 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

11,111,578 

204,388 

6,735 

769,580 

Ron DeLyons

11,252,597 

62,247 

7,858 

769,580 

Patrick P. Grace

9,368,923 

1,946,697 

7,082 

769,580 

Christopher J. Heaney

10,891,279 

424,319 

7,104 

769,580 

Thomas C. Hutton

11,053,081 

262,174 

7,447 

769,580 

Andrea R. Lindell

10,642,996 

672,859 

6,847 

769,580 

Elaine McCarthy

11,173,021 

141,697 

7,984 

769,580 

John M. Mount Jr.

11,245,765 

69,479 

7,458 

769,580 

George J. Walsh III

10,007,160 

1,308,559 

6,983 

769,580 

Item 2. 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, 2026, was approved with the following votes:

Voted

For

11,562,294 

Against

523,129 

Abstain

6,858 

Broker non-votes

-

Item 3. Executive Compensation. The proposal to approve, on a non-binding basis, the Company’s executive compensation program, was not approved with the following votes:

Voted

For

4,383,683 

Against

6,926,656 

Abstain

12,363 

Broker non-votes

769,580 

Page 2 of 3

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 19, 2026

By:

/s/ Michael D. Witzeman

Michael D. Witzeman

Executive Vice President and Chief Financial Officer

Page 3 of 3

Source: View Original Filing on SEC EDGAR

FAQ

What did Chemed (CHE) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing the full board of directors, ratifying PricewaterhouseCoopers LLP as independent accountants for 2026, and approving Chemed’s executive compensation program on a non-binding basis. All directors were elected, the auditor was ratified, but the say-on-pay proposal failed.

Were all Chemed (CHE) director nominees re-elected at the meeting?

Yes, all Chemed director nominees were re-elected. Each candidate received more than 10 million votes in favor, with varying opposition and 769,580 broker non-votes on each director item, meaning the existing board remains in place following the 2026 annual meeting.

Did Chemed (CHE) shareholders approve the 2026 independent accountants?

Yes, shareholders ratified PricewaterhouseCoopers LLP as Chemed’s independent accountants for the year ending December 31, 2026. The vote totaled 11,562,294 for, 523,129 against, and 6,858 abstentions, with no broker non-votes reported on this proposal.

What happened to Chemed’s (CHE) executive compensation say-on-pay vote?

The advisory vote on Chemed’s executive compensation program was not approved. It received 4,383,683 votes for, 6,926,656 against, 12,363 abstentions, and 769,580 broker non-votes, indicating a majority of participating shareholders opposed the current compensation approach.

Is the Chemed (CHE) say-on-pay vote binding on the company?

No, the executive compensation vote was held on a non-binding basis. Although it does not legally require changes, the voting outcome highlights shareholder sentiment, and boards frequently consider such results when reviewing compensation policies and future proxy disclosures.

How strong was support for Chemed’s (CHE) auditor ratification compared to the pay vote?

Support for auditor ratification was significantly stronger. PricewaterhouseCoopers LLP received 11,562,294 votes for and 523,129 against, while the say-on-pay proposal drew 4,383,683 for and 6,926,656 against, underscoring differing shareholder views on oversight versus compensation.

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