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CHEMED CORP

For the period ended Dec 31, 2025. Filed Apr 6, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 6, 2026

CHE$528.05-1.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to 240.14a-12

Chemed Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☑No fee required.

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(a)Title of each class of securities to which transaction applies:

(b)Aggregate number of securities to which transaction applies:

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☐Fee paid previously with preliminary materials.

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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‎

Notice of Annual Meeting of Stockholders

‎May 18, 2026

The Annual Meeting of Stockholders of Chemed Corporation will be held at the Queen City Club, 331 East Fourth Street, Cincinnati, Ohio on May 18, 2026, at 11:00 a.m. Eastern Time for the following purposes:

(1)To elect directors;

(2)To ratify the selection of independent accountants by the Audit Committee of the Board of Directors;

(3) To hold an advisory vote to approve executive compensation; and

(4)To transact any other business properly brought before the meeting.

The above matters are described in the Proxy Statement accompanying this Notice. You are urged, after reading the Proxy Statement, to vote your shares by proxy by either: (a) completing, signing, dating and returning your proxy card in the postage-paid envelope provided, or (b) voting by telephone, or (c) voting via the Internet using the instructions on your proxy card. Voting instructions are described in more detail in the Proxy Statement.

Your vote is extremely important. If you have any questions or require any assistance with voting your shares, please contact the Board of Directors’ proxy solicitor:

Innisfree M&A Incorporated

Stockholders Toll-Free: (877) 800-5194

Banks and Brokers: (212) 750-5833

Stockholders of record at the close of business on March 23, 2026 are entitled to notice of, and to vote at, the Annual Meeting.

Brian C. JudkinsSecretary

April 6, 2026

‎

Table of ContentsPAGE
2025 PERFORMANCE1
PROXY STATEMENT3
Stockholders Entitled to Vote3
Quorum3
Vote Requirements4
How to Vote4
PROPOSAL 1 – ELECTION OF DIRECTORS6
General6
Nominees6
Recommendation8
CORPORATE GOVERNANCE9
Narrative Disclosure to Director Compensation Table9
Majority Voting in Director Elections10
Committees and Meetings of the Board10
Procedures Regarding Director Candidates Recommended by Stockholders11
Director Independence12
Risk Oversight12
Compensation Risk13
Compensation Committee Interlocks and Insider Participation13
Board Leadership Structure; Related Person Transactions13
Code of Ethics13
Other Corporate Policies and Reports14
Stockholder Communications14
COMPENSATION DISCUSSION AND ANALYSIS14
Consideration of the 2025 Say On Pay Vote14
Overview of Compensation Program14
How Compensation Decisions are Made14
Role of Executive Officers15
Objectives of Compensation Program15
Elements of Executive Compensation16
Executive Compensation Consultant, Independence16
Peer Group16
Base Salaries17
Annual Non Equity Incentive Compensation17
Long-Term Incentives20
Retirement Benefits23
Tax Considerations23
Employment Agreements23
Stock Ownership Guidelines25
REPORT OF THE COMPENSATION COMMITTEE25
EXECUTIVE COMPENSATION26
Summary Compensation26
All Other Compensation Table27
Grants of Plan-Based Awards28
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table28
Employment Agreements29
Annual Cash Incentives29
Stock Incentive Plans29
Outstanding Equity Awards at Fiscal Year End31
Option Exercises and Stock Vested33
Nonqualified Deferred Compensation33
Excess Benefit Plan and Deferred Compensation Plan34
Potential Payments Upon Termination or Change in Control35
Executive Pay Ratio40
PAY VERSUS PERFORMANCE TABLE41
TRANSACTIONS WITH RELATED PERSONS45
SECURITY OWNERSHIP45
Security Ownership of Certain Beneficial Owners45
Security Ownership of Executive Officers and Directors46
DELINQUENT SECTION 16(A) REPORTS47
CLAWBACK POLICY47
ANTI-HEDGING POLICY47
PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM48
Recommendation48
REPORT OF THE AUDIT COMMITTEE48
PRINCIPAL ACCOUNTANT FEES AND SERVICES49
PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION50
Recommendation50
PROPOSALS FOR THE NEXT ANNUAL MEETING51
Proposals to be Included in Our 2027 Proxy Statement51
Stockholder Proposals Regarding Nominations or Other Business at the 2026 Annual Meeting51
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING52
OTHER INFORMATION52

2025 Perform

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.