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 15, 2006
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
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 230.425)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
Act (17 CFR 230.425)
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Item 1.01 Entry Into A Material Definitive Agreement
On May 15, 2006 the Board Of Directors of Chemed Corporation ("Board") reviewed
compensation for the Board's non-employee directors. The Board increased the
annual retainer fee for Board members from $18,000 to $20,000 and increased the
annual unrestricted awards of Chemed capital stock to non-employee directors
from 400 to 1,000 shares, paid on May 15, 2006. Employee directors continue to
receive an annual award of 400 shares. Directors may elect deferral of the cash
equivalent of the 1,000 shares.
The Board made no other changes to the annual retainer and meeting fee schedules
for non-employee directors. These schedules as so revised are shown below.
Annual Retainer Schedule
------------------------
Retainer for each director $ 20,000
Committee retainer
Audit Committee Chair $ 20,000
Audit Committee member $ 10,000
Compensation/Incentive Committee Chair $ 5,250
Compensation/Incentive Committee member $ 3,500
Nominating Committee member $ 7,000
Meeting Fee Schedule
--------------------
Board Meeting $ 3,000
Executive Committee meeting $ 1,000
Audit and Compensation/Incentive Committee meeting $ 1,000
Audit and Compensation/Incentive Committee meeting
held on the same day as Board meeting $ 500
Non-employee directors continue to be eligible to participate in a deferred
compensation plan, and to receive the other director benefits described in our
proxy statement for the 2006 annual meeting of shareholders that was held on May
15, 2006.
On May 15, 2006 the Chemed Corporation's shareholders approved adoption of the
2006 Stock Incentive Plan, under which options to purchase capital stock and
awards of such stock may be made to executive officers and directors. The plan
is described in the Company's Proxy Statement for the Annual Meeting of
Shareholders held May 15, 2006.
Item 8.01 Other Events
The Registrant announced May 15, 2006 that, effective May 15, 2006 it has
increased the number of authorized shares from 40 million to 80 million. The
Registrant's press release, dated May 15, 2006 and its amendment are attached as
exhibits to this report.
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Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
c) Exhibits
( 3.1) Certificate of Amendment to Certificate of Incorporation.
(99.1) Registrant's press release dated May 16, 2006.
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 16, 2006 By: /s/ Arthur V. Tucker, Jr.
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Arthur V. Tucker, Jr.
Vice President and Controller
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