CHEMED CORP
For the period ended Dec 31, 2025. Filed Apr 6, 2026.
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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
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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.
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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 Contents | PAGE |
|---|---|
| 2025 PERFORMANCE | 1 |
| PROXY STATEMENT | 3 |
| Stockholders Entitled to Vote | 3 |
| Quorum | 3 |
| Vote Requirements | 4 |
| How to Vote | 4 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 6 |
| General | 6 |
| Nominees | 6 |
| Recommendation | 8 |
| CORPORATE GOVERNANCE | 9 |
| Narrative Disclosure to Director Compensation Table | 9 |
| Majority Voting in Director Elections | 10 |
| Committees and Meetings of the Board | 10 |
| Procedures Regarding Director Candidates Recommended by Stockholders | 11 |
| Director Independence | 12 |
| Risk Oversight | 12 |
| Compensation Risk | 13 |
| Compensation Committee Interlocks and Insider Participation | 13 |
| Board Leadership Structure; Related Person Transactions | 13 |
| Code of Ethics | 13 |
| Other Corporate Policies and Reports | 14 |
| Stockholder Communications | 14 |
| COMPENSATION DISCUSSION AND ANALYSIS | 14 |
| Consideration of the 2025 Say On Pay Vote | 14 |
| Overview of Compensation Program | 14 |
| How Compensation Decisions are Made | 14 |
| Role of Executive Officers | 15 |
| Objectives of Compensation Program | 15 |
| Elements of Executive Compensation | 16 |
| Executive Compensation Consultant, Independence | 16 |
| Peer Group | 16 |
| Base Salaries | 17 |
| Annual Non Equity Incentive Compensation | 17 |
| Long-Term Incentives | 20 |
| Retirement Benefits | 23 |
| Tax Considerations | 23 |
| Employment Agreements | 23 |
| Stock Ownership Guidelines | 25 |
|---|---|
| REPORT OF THE COMPENSATION COMMITTEE | 25 |
| EXECUTIVE COMPENSATION | 26 |
| Summary Compensation | 26 |
| All Other Compensation Table | 27 |
| Grants of Plan-Based Awards | 28 |
| Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table | 28 |
| Employment Agreements | 29 |
| Annual Cash Incentives | 29 |
| Stock Incentive Plans | 29 |
| Outstanding Equity Awards at Fiscal Year End | 31 |
| Option Exercises and Stock Vested | 33 |
| Nonqualified Deferred Compensation | 33 |
| Excess Benefit Plan and Deferred Compensation Plan | 34 |
| Potential Payments Upon Termination or Change in Control | 35 |
| Executive Pay Ratio | 40 |
| PAY VERSUS PERFORMANCE TABLE | 41 |
| TRANSACTIONS WITH RELATED PERSONS | 45 |
| SECURITY OWNERSHIP | 45 |
| Security Ownership of Certain Beneficial Owners | 45 |
| Security Ownership of Executive Officers and Directors | 46 |
| DELINQUENT SECTION 16(A) REPORTS | 47 |
| CLAWBACK POLICY | 47 |
| ANTI-HEDGING POLICY | 47 |
| PROPOSAL 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 48 |
| Recommendation | 48 |
| REPORT OF THE AUDIT COMMITTEE | 48 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 49 |
| PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 50 |
|---|---|
| Recommendation | 50 |
| PROPOSALS FOR THE NEXT ANNUAL MEETING | 51 |
| Proposals to be Included in Our 2027 Proxy Statement | 51 |
| Stockholder Proposals Regarding Nominations or Other Business at the 2026 Annual Meeting | 51 |
| IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING | 52 |
| OTHER INFORMATION | 52 |
2025 Perform
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.