Item 5.07 Submission of Matters to a Vote of Security Holders

(a)On May 18, 2020, Chemed Corporation held its annual meeting of stockholders.

(b)Stockholders voted on the matters set forth below:

Item 1. Election of Directors. The following directors, who constitute the entire Board of Directors, were elected at the meeting by the votes indicated:



       Nominee             For       Against    Abstentions  Broker non-votes
Kevin J. McNamara      13,214,659     174,755       16,383           975,891
Ron DeLyons            13,348,485      39,058       18,253           975,891
Joel F. Gemunder       11,252,779   2,136,040       16,978           975,891
Patrick P. Grace       10,441,009   2,640,184      324,603           975,891
Christopher J. Heaney  13,347,380      41,188       17,229           975,891
Thomas C. Hutton       13,079,375     309,340       17,082           975,891
Andrea R. Lindell      13,148,607     241,402       15,787           975,891
Thomas P. Rice         12,939,295     277,903      188,598           975,891
Donald E. Saunders     12,493,677     723,474      188,645           975,891
George J. Walsh III    11,281,435   2,104,147       20,214           975,891

Item 2. Ratification of Independent Accountants. The proposal to ratify the appointment of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the company's independent accountants for the year ending December 31, 2020, was approved with the following votes:



                     Voted
For               13,799,962
Against              562,370
Abstain               19,355
Broker non-votes            -


Item 3. Executive Compensation. The proposal to approve, on a non-binding basis,
the Company's executive compensation program, was approved with the following
votes:

                     Voted
For               12,836,856
Against              539,334
Abstain               29,607
Broker non-votes     975,891



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Item 4. Stockholder Proposal. The stockholder proposal requesting a semi-annual report on (a) the Company's policies on political spending and (b) political contributions made was disapproved with the following votes:



                    Voted
For               6,368,873
Against           6,845,272
Abstain             191,652
Broker non-votes    975,891



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