Chemed (CHE) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 18, 2026, to elect nine directors, ratify the selection of independent accountants, hold an advisory vote on executive compensation, and address other business.

• Stockholders of record as of March 23, 2026, are entitled to vote; 13,413,917 shares outstanding, each with one vote.

• Voting can be done by mail, telephone, Internet, or in person at the meeting.

Voting matters and shareholder proposals

• Proposals include election of directors, ratification of PricewaterhouseCoopers LLP as independent accountants for 2026, and a non-binding advisory vote on executive compensation (Say On Pay).

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by December 7, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Nine directors nominated, including two women and one African American/Black director; majority are independent.

• Board committees: Audit, Compensation, and Nominating, each with independent members and annual self-evaluations.

• Board separates CEO and Chairman roles to promote independence.

• Director compensation includes annual cash fees, stock awards, and deferred compensation; reviewed annually with input from an independent consultant.

• Stock ownership guidelines require significant equity holdings by executives and directors.