Delaware
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31-0791746
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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255 E. Fifth Street, Suite 2600, Cincinnati, Ohio
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45202
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(Address of principal executive offices)
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(Zip Code)
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2022 STOCK INCENTIVE PLAN
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(Full title of the plan) |
Brian C. Judkins |
255 E. Fifth Street, Suite 2600 |
Cincinnati, Ohio 45202 |
(Name and address of agent for service) |
(513) 762-6900
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(Telephone number, including area code, of agent for service) |
Large accelerated filer X
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Accelerated filer __
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Non-accelerated filer (Do not check
if a smaller reporting company)___
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Smaller reporting company __
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Page Number or | |||
Number |
Incorporation | ||
Under Item 601 | by Reference | ||
Exhibit | Regulation | File Number and | |
Number | S-K | Filing Date | |
4.1
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(4)
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Certificate of Incorporation
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Form S-3
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Reg. No. 33-44177 | |||
11/26/91 | |||
4.2
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(4)
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Amendment to Certificate
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Form S-8
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of Incorporation
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Reg. No. 333-109104 | ||
09/25/03 | |||
4.3
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(4)
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Amendment to Certificate
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Form S-4
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of Incorporation | Reg. No. 333-115668 | ||
05/20/04 | |||
4.4
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(4)
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Amendment to Certificate
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Form 8-K
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of Incorporation
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05/16/06 | ||
4.5
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(4)
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By-Laws
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Form 8-K
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02/07/17
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|||
4.6
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(4)
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2022 Stock Incentive Plan
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4.7
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(4)
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Form of Option Grant
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Form 10-K
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03/28/05 | |||
4.8
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(4)
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Form of Restricted Stock Award
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Form S-8
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Reg. No. 333-205669
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|||
07/15/15 | |||
5
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(5)
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Opinion and Consent of Counsel
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E-1
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23
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(23)
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Consent of Independent
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E-2
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Registered Public Accounting Firm |
|||
24
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(24)
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Powers of Attorney
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E-3 through E-11
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107
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(107)
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Filing Fee Table
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E-12
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to
such information in this registration statement;
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(a) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(b) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under “Item 6—Indemnification of Directors
and Officers,” or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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CHEMED CORPORATION | |||
By:
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/s/ Michael D. Witzeman | ||
Michael D. Witzeman | |||
Vice President and Controller
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Signature
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Title
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Date
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||
/s/ Kevin J. McNamara
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President and Chief Executive Officer |
May 16, 2022
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||
Kevin J. McNamara | (Principal Executive Officer) | |||
/s/ David P. Williams
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Executive Vice President
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May 16, 2022
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||
David P. Williams
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and Chief Financial Officer | |||
(Principal Financial Officer) | ||||
/s/ Michael D. Witzeman
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Vice President and Controller
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May 16, 2022 | ||
Michael D. Witzeman
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(Principal Accounting Officer) |
Ron DeLyons*
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Andrea R. Lindell* | DIRECTORS |
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Joel F. Gemunder*
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Thomas P. Rice * | ||
Patrick P. Grace*
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Donald E. Saunders *
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Christopher J. Heaney*
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George J. Walsh III *
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Thomas C. Hutton*
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|||
/s/ Brian C. Judkins | May 16, 2022 | ||
Brian C. Judkins | |||
Vice President, Chief Legal Officer and Secretary |
/s/ Brian C. Judkins | ||
Brian C. Judkins, Attorney-in-Fact | ||
Page Number | ||||
or | ||||
Incorporation by Reference | ||||
Number | ||||
Under Item 601 |
File Number | |||
Exhibit |
Regulation |
and | Previous | |
Number | S-K |
Filing Date | Exhibit | |
4.1
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(4)
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Certificate of Incorporation
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Form S-3
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4.1
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.
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Reg. No | |||
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33-44177 | |||
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11/26/91 | |||
(4)
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Form S-8
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4.1.1
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||
of Incorporation | Reg. No.333-109104 | |||
09/25/03 | ||||
(4) | Amendment to | Form S-4 | 3.3 | |
Certificate of | Reg. No. 333-115668 | |||
Incorporation | 05/20/04 | |||
(4)
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Form 8-K
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3.1
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||
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Certificate of | 05/16/06 | ||
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Incorporation | |||
(4)
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Form 8-K
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|||
02/07/17 | ||||
(4) | 2022 Stock Incentive Plan | |||
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||||
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||||
(4)
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Form 10-K
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10.51
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||
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03/28/05 | |||
(4)
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Form S-8
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4.7
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||
Reg. No. 333-205669
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||||
07/15/15 | ||||
5
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E-1
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|||
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Counsel | |||
23
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E-2
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|||
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Registered Public Accounting Firm |
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24
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E-3 through E-11
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|||
107
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E-12
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