(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.
|
PAGE
|
|
CONSIDERATION OF 2013 SAY ON PAY VOTE
|
1 |
2013 COMPENSATION
|
1 |
2013 PERFORMANCE
|
1 |
PROXY STATEMENT
|
4 |
Purpose
|
4 |
Voting Instructions
|
4 |
Vote Requirements
|
5 |
PROPOSAL 1 – ELECTION OF DIRECTORS
|
6 |
General | 6 |
Nominees
|
7 |
Recommendation
|
9 |
DIRECTOR COMPENSATION
|
9 |
Narrative Disclosure to Director Compensation Table
|
9 |
Directors Emeriti
|
10 |
MAJORITY VOTING IN DIRECTOR ELECTIONS
|
10 |
CORPORATE GOVERNANCE
|
11 |
Board of Directors Meetings and Committees
|
11 |
Procedures Regarding Director Candidates Recommended by Stockholders
|
11 |
Director Independence
|
12 |
Board Risk Oversight
|
12 |
Compensation Risk
|
13 |
Compensation Committee Interlocks and Insider Participation
|
13 |
Board Leadership Structure
|
13 |
Code of Ethics
|
13 |
Stockholder Communication
|
14 |
COMPENSATION DISCUSSION AND ANALYSIS
|
14 |
Executive Summary
|
14 |
Discussion of Our Overall Compensation Philosophy and Objectives
|
14 |
Role of the Committee, Management and Compensation Consultants
|
15 |
Role of Executive Officers
|
16 |
Elements of Executive Compensation
|
16 |
Executive Compensation Consultant, Independence
|
16 |
Peer Groups
|
17 |
Alternate Summary Compensation Table
|
18 |
Base Salaries
|
18 |
Annual Incentive Compensation
|
19 |
Long-Term Incentives
|
21 |
Retirement Benefits
|
22 |
Employment Agreements
|
23 |
Stock Ownership Guidelines
|
25 |
REPORT OF THE COMPENSATION COMMITTEE
|
25 |
EXECUTIVE COMPENSATION
|
26 |
Summary Compensation
|
26 |
All Other Compensation Tables
|
27 |
Grants of Plan-Based Awards
|
28 |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
|
28 |
Employment Agreements
|
29 |
Annual Cash Incentives
|
30 |
Stock Incentive Plans
|
30 |
Outstanding Equity Awards at Fiscal Year End | 32 |
Option Exercises and Stock Vested
|
34 |
Nonqualified Deferred Compensation
|
34 |
Excess Benefit Plan and Deferred Compensation Plan
|
35 |
Potential Payments Upon Termination or Change of Control
|
36 |
TRANSACTIONS WITH RELATED PERSONS
|
42 |
SECURITY OWNERSHIP
|
43 |
Security Ownership of Certain Beneficial Owners
|
43 |
Security Ownership of Executive Officers and Directors
|
44 |
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
45 |
CLAWBACK POLICY
|
45 |
ANTI-HEDGING POLICY
|
45 |
PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
45 |
Recommendation
|
45 |
REPORT OF THE AUDIT COMMITTEE
|
45 |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
46 |
PROPOSAL 3 – ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
47 |
Recommendation
|
48 |
PROPOSALS FOR THE NEXT ANNUAL MEETING
|
48 |
Proposals to be Included in Our 2015 Proxy Statement | 48 |
Stockholder Proposals Regarding Nominations or Other Business at the 2015 Annual Meeting
|
48 |
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR ANNUAL MEETING
|
48
|
OTHER INFORMATION
|
49 |
●
|
Replaced the previous annual incentive program, which was based on a multiple of historical growth rates in Adjusted EPS applied to prior year actual payouts, with a target bonus plan based on achieving goals related to Adjusted EPS and Return on Assets. As a result, annual incentive compensation of the NEO’s was reduced significantly. Previously, annual incentive compensation consisted of a cash component and a stock award component. For 2013, no stock award component was granted under the new annual incentive compensation program. The reduced level of annual incentive compensation is obscured by SEC rules regarding the reporting of such stock awards in the Summary Compensation Table in the year of grant rather than the year earned. The Alternate Summary Compensation Table on page 18 reflects annual incentive stock awards in the year earned rather than the year granted, and therefore reflects the compensation reduction associated with the implementation of the new annual incentive program. CEO K. J. McNamara received total incentive compensation for 2012 of $2,114,987, consisting of $1,515,000 in cash and $599,987 in restricted stock. For 2013, Mr. McNamara received incentive compensation of $1,381,084 in cash (for performance in excess of target), a reduction of $733,903, or 34.7%;
|
●
|
Replaced the LTIP with performance share units subject to performance-based vesting related to a cumulative three-year Adjusted EPS target and a three-year relative TSR performance metric. Previously, time-based restricted stock awards generally cliff vested on the fourth anniversary of the grant date;
|
●
|
Adopted a policy that, beginning in 2013, stock incentive compensation is subject to a “double trigger” in the event of a change in control of the Company. New incentives vest only upon employment termination without good cause or for good reason after a change in control; and
|
●
|
Adopted a clawback policy such that the Compensation Committee will review all performance-based compensation awarded to or earned by certain officers during the three-year period prior to any restatement of the Company’s financial results. If the Compensation Committee determines such compensation would have been lower had it been calculated based on the restated financial statement, the Compensation Committee may seek to recover the excess amount.
|
CHEMED CORPORATION
|
|||||||||||||||||||||||||||||||||||||||||||||||
RECONCILIATION OF ADJUSTED NET INCOME
|
|||||||||||||||||||||||||||||||||||||||||||||||
FOR THE YEARS ENDED DECEMBER 31, 2003 THROUGH 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||
(IN THOUSANDS)
|
|||||||||||||||||||||||||||||||||||||||||||||||
(1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | |||||||||||||||||||||||||||||||||||||
2003 | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | |||||||||||||||||||||||||||||||||||||
Reconciliation of Adjusted Net Income
|
|||||||||||||||||||||||||||||||||||||||||||||||
(1 | ) |
Net income/(loss)
|
$ | (3,435 | ) | $ | 27,512 | $ | 35,817 | $ | 50,651 | $ | 61,641 | $ | 67,281 | $ | 73,784 | $ | 81,831 | $ | 85,979 | $ | 89,304 | $ | 77,227 | ||||||||||||||||||||||
Add/(deduct):
|
|||||||||||||||||||||||||||||||||||||||||||||||
(2 | ) |
Discontinued operations
|
14,623 | (8,417 | ) | 411 | 7,071 | (1,201 | ) | 1,088 | 253 | - | - | - | - | ||||||||||||||||||||||||||||||||
(3 | ) |
(Gains)/losses on investments
|
(3,351 | ) | - | - | 918 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
(4 | ) |
Gain on sale of property
|
- | - | - | - | (724 | ) | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
(5 | ) |
Impairment loss on transportation equipment
|
- | - | - | - | - | 1,714 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
(6 | ) |
Severance charges
|
2,358 | - | - | - | - | - | - | - | - | - | 184 | ||||||||||||||||||||||||||||||||||
(7 | ) |
Dividend income from VITAS
|
(1,379 | ) | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
(8 | ) |
Equity in earnings of VITAS
|
(922 | ) | 4,105 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
(9 | ) |
Long-term incentive compensation
|
- | 5,437 | 3,434 | - | 4,427 | - | 3,134 | 2,957 | 1,880 | 228 | 822 | ||||||||||||||||||||||||||||||||||
(10 | ) |
Loss/(gain) on extinguishment of debt
|
- | 2,030 | 2,523 | 273 | 8,778 | (2,156 | ) | - | - | - | - | 294 | |||||||||||||||||||||||||||||||||
(11 | ) |
Legal expenses of OIG investigation
|
- | - | 397 | 662 | 141 | 28 | 363 | 627 | 737 | 752 | 1,333 | ||||||||||||||||||||||||||||||||||
(12 | ) |
Stock option expense
|
- | - | 137 | 769 | 2,962 | 4,619 | 5,464 | 4,909 | 5,298 | 5,143 | 3,813 | ||||||||||||||||||||||||||||||||||
(13 | ) |
Litigation settlements and expenses
|
- | 1,897 | 10,757 | 169 | 1,168 | - | 534 | 1,126 | 1,397 | 617 | 16,926 | ||||||||||||||||||||||||||||||||||
(14 | ) |
Prior period tax adjustments
|
- | (1,620 | ) | (1,961 | ) | (2,115 | ) | - | (322 | ) | - | - | - | - | (1,782 | ) | |||||||||||||||||||||||||||||
(15 | ) |
Debt registration expenses
|
- | 727 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
(16 | ) |
VITAS transactions costs
|
- | 222 | (959 | ) | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
(17 | ) |
Prior-period insurance adjustments
|
- | - | (1,014 | ) | - | - | 358 | - | - | - | - | - | |||||||||||||||||||||||||||||||||
(18 | ) |
Non-cash interest on convertible debt
|
- | - | - | - | 2,335 | 3,228 | 3,988 | 4,313 | 4,664 | 5,041 | 5,448 | ||||||||||||||||||||||||||||||||||
(19 | ) |
Income tax impact of non-taxable investments
|
- | - | - | - | 46 | 3,062 | (756 | ) | - | - | - | - | |||||||||||||||||||||||||||||||||
(20 | ) |
Expenses related to contested proxy solicitation
|
- | - | - | - | - | - | 2,525 | - | - | - | - | ||||||||||||||||||||||||||||||||||
(21 | ) |
Acquisition Expenses
|
- | - | - | - | - | - | - | 198 | 75 | 114 | 38 | ||||||||||||||||||||||||||||||||||
(22 | ) |
Costs to Shut down HVAC operations
|
- | - | - | - | - | - | - | - | - | 649 | - | ||||||||||||||||||||||||||||||||||
(23 | ) |
Securities litigation
|
- | - | - | - | - | - | - | - | - | 469 | 69 | ||||||||||||||||||||||||||||||||||
(24 | ) |
Other
|
- | - | - | (296 | ) | (296 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
(25 | ) |
Adjusted net income
|
$ | 7,894 | $ | 31,893 | $ | 49,542 | $ | 58,102 | $ | 79,277 | $ | 78,900 | $ | 89,289 | $ | 95,961 | $ | 100,030 | $ | 102,317 | $ | 104,372 | |||||||||||||||||||||||
Proposal
|
Vote Required
|
Voting Options
|
Effect of
Abstentions
|
Broker
Discretionary
Voting
Allowed?
|
Effect of
Broker
Non-Votes
|
Recommended
Vote
|
Election of Directors
(Proposal 1)
|
Votes cast for exceed votes cast against
|
FOR, AGAINST or ABSTAIN
|
No effect, not treated as a “vote cast”
|
No
|
No effect, not treated as a “vote cast”
|
FOR
|
Ratification of Auditor Appointment
(Proposal 2)
|
Majority of shares with voting power present in person or represented by proxy
|
FOR, AGAINST or ABSTAIN
|
Treated as a vote AGAINST the proposal
|
Yes
|
Not applicable
|
FOR
|
Non-Binding
Advisory Vote on Executive Compensation
(Say On Pay)
(Proposal 3)
|
Majority of shares with voting power present in person or represented by proxy
|
FOR, AGAINST or ABSTAIN
|
Treated as a vote AGAINST the proposal
|
No
|
No effect – not entitled to vote
|
FOR
|
●
|
Vote by Mail: You can vote your shares by mail by completing, signing, dating and returning your proxy card in the postage-paid envelope provided. In order for your proxy to be validly submitted and for your shares to be voted in accordance with your instructions, we must receive your mailed proxy card by 11:59 p.m. Central Time on May 18, 2014.
|
●
|
Vote by Telephone: You can also vote your shares by calling the number (toll-free in the United States and Canada) indicated on your proxy card at any time and following the recorded instructions. If you submit your proxy by telephone, then you may submit your voting instructions up until 11:59 p.m. Central Time on May 18, 2014. If you are a beneficial owner, or you hold your shares in “street name” as described below, please contact your bank, broker or other holder of record to determine whether you will be able to vote by telephone.
|
●
|
Vote via the Internet: You can vote your shares via the Internet by going to the Web site address for Internet voting indicated on your proxy card and following the steps outlined on the secure Web site. If you submit your proxy via the Internet, then you may submit your voting instructions up until 11:59 p.m. Central Time on May 18, 2014. If you are a beneficial owner, or you hold your shares in “street name”, please contact your bank, broker or other holder of record to determine whether you will be able to vote via the Internet.
|
Kevin J. McNamara
Director since 1987
Age: 60
|
Mr. McNamara’s experience, qualifications, attributes and skills include serving as President and Chief Executive Officer of the Company. He has held these positions since August 1994 and May 2001, respectively. Previously, he served as Executive Vice President, Secretary and General Counsel from November 1993, August 1986 and August 1986, respectively, to August 1994.
|
Joel F. Gemunder
Director since 1977
Age: 74
|
Mr. Gemunder’s experience, qualifications, attributes and skills include having served as President and Chief Executive Officer of Omnicare, Inc., Cincinnati, Ohio (healthcare products and services) (“Omnicare”). Omnicare is a leading provider of pharmaceutical care for seniors serving more than 1.4 million residents of skilled nursing, assisted living, and other healthcare facilities in 47 states and Canada. He retired from these positions in August 2010, having served since May 1981 and May 2001, respectively. Omnicare is a former equity investee of the Company that became a publicly owned corporation in 1981 and has not been a Chemed affiliate since at least 1996. He is also a director of Ultratech Stepper, Inc. (advanced packaging and laser processing, San Jose, California) and was a director of Omnicare until his August 2010 retirement.
|
Patrick P. Grace
Director since 1996
Age: 58
|
Mr. Grace’s experience, qualifications, attributes and skills include serving in various executive positions at W.R. Grace & Co. from 1977 to 1995, most recently as President and CEO of Grace Logistics, Inc. He was the co-founder and managing Principal of Apollo Philanthropy Partners, L.L.C., New York, New York (philanthropic advisory services) from 2008 to 2012. From 1996 to present he serves as President of MLP Capital, Inc., New York, New York, an investment holding company which has had several real estate and mining interests in the southeastern United States. Since 2008 he has served as Chairman of the board of KickStart International, a global anti-poverty organization. He also serves as a director of TONIX Pharmaceuticals, Inc., New York, New York (specialty pharmaceutical product development and commercialization). He earned a Master’s of Business Administration degree in finance from Columbia University.
|
Thomas C. Hutton
Director since 1985
Age: 63
|
Mr. Hutton’s experience, qualifications, attributes and skills include serving as a Vice President of the Company. He has held this position since February 1988. Previously, Mr. Hutton, who has a J.D. and Master’s of Public Administration degree from Cornell University, practiced corporate law in New York concentrating in securities and regulatory law from 1977 to 1987. He served as a director of Omnicare from May 1983 to May 2001. Currently Mr. Hutton serves as a trustee on three private foundations including the Chemed Foundation.
|
Walter L. Krebs
Director from May 1989 to April 1991, May 1995 to May 2003 and since May 2005
Age: 81
|
Mr. Krebs’ experience, qualifications, attributes and skills include having served as Senior Vice President-Finance, Chief Financial Officer and Treasurer of Service America Systems, Inc. (home and service warranties), a then-wholly owned subsidiary of the Company (“Service America”). We sold Service America in 2005. He retired from this position in July 1999, having held the position since October 1997. Previously, he was a Director-Financial Services of DiverseyLever, Inc. (formerly known as Diversey Corporation), Detroit, Michigan (specialty chemicals) (“Diversey”), from April 1991 to April 1996. Previously, from January 1990 to April 1991, he was Senior Vice President and the Chief Financial Officer of the Company’s then-wholly owned subsidiary, DuBois Chemicals, Inc. (specialty chemicals) (“DuBois”). We sold DuBois in 1991.
|
Andrea R. Lindell
Director since May 2008
Age: 70
|
Ms. Lindell’s experience, qualifications, attributes and skills include having served as Dean and a Professor of the College of Nursing at the University of Cincinnati. She retired from these positions in January 2011 having held them since December 1990. She is currently Professor Emeritus at the college, and since August 2011, Interim Associate Dean and from January 2011 to December 2012 was also Director of the doctoral program at the School of Nursing, Walden University. Walden offers online degrees as follows: BSN, MSN, DNP. Ms. Lindell was also Associate Senior Vice President of the Medical Center at the University of Cincinnati from July 1998 until January 2011. The College of Nursing’s programs include over 1,500 students, and offer the following degrees: BSN, MSN, Post MSN, and PhD. From September 1994 to June 2002, she also held an additional position as Founder and Interim Dean of the College of Allied Health Sciences at the University of Cincinnati. She is a director of Omnicare.
|
Thomas P. Rice
Director since May 2009
Age: 64
|
Mr. Rice’s experience, qualifications, attributes and skills include having served as Chief Executive Officer of Andrx Corporation, Fort Lauderdale, Florida (specialty pharmaceuticals) (“Andrx”), from February 2004 to November 2006, when Andrx was sold to Watson Pharmaceuticals. Following the sale, Mr. Rice returned as General Manager and Partner to Columbia Investments LLC, Baltimore, Maryland, which invests in local businesses in Baltimore and which Mr. Rice co-founded in January 1996. He was also a Director of Par Pharmaceuticals, Woodcliff Lake, NJ (drug development, manufacture, and marketing) until November 2012. From January 1999 to March 2003, he was President and Chief Executive Officer of Chesapeake Biological Laboratories, Inc., Solomons, Maryland (pharmaceuticals manufacturing) (“Chesapeake”). Before co-founding Columbia Investments LLC, Mr. Rice served as Executive Vice President and Chief Operating Officer of Circa Pharmaceuticals, Inc., Copiague, New York (pharmaceuticals manufacturing) (“Circa”), from June 1993 to January 1996. Mr. Rice was also the Chief Financial Officer of Circa from June 1993 to January 1995. Prior to joining Circa, Mr. Rice spent seven years as an accountant with Deloitte & Touche LLP, an international accounting firm. He earned a Master’s degree in finance from Loyola University. He was a director of Circa from June 1993 to January 1996, a director of Chesapeake from January 1997 to January 1999 and a director of Andrx from April 2003 to November 2006.
|
Donald E. Saunders
Director from May 1981 to May 1982, May 1983 to May 1987 and since May 1998
Age: 69
|
Mr. Saunders’ experience, qualifications, attributes and skills include serving as a Professor at the Farmer School of Business, Miami University, Oxford, Ohio. He has held this position since August 2001. Miami University is a public university with a student population of 16,000. He earned a doctorate in Economics, with a minor in Accounting, from Indiana University. He has taken Masters level courses in financial reporting, financial valuation, and risk management. Mr. Saunders retired as President of DuBois, then a division of Diversey, in October 2000, having held that position since November 1993.
|
George J. Walsh III
Director since 1995
Age: 68
|
Mr. Walsh’s experience, qualifications, attributes and skills include serving as a partner with the law firm of Thompson Hine LLP, New York, New York. He has held this position since May 2002. Prior to this date, Mr. Walsh was a partner with the law firm of Gould & Wilkie LLP, New York, New York, and held this position since January 1979. Gould & Wilkie merged with Thompson Hine on May 1, 2002. Mr. Walsh was elected the Chairman of the Board of Directors in March 2009.
|
Frank E. Wood
Director since 2002
Age: 71
|
Mr. Wood’s experience, qualifications, attributes and skills include serving as President and Chief Executive Officer of Secret Communications, LLC, Cincinnati, Ohio (former owner and operator of radio stations, and now a venture capital fund). He has held this position since 1994. He is also co-founder and principal of The Darwin Group, Cincinnati, Ohio (venture capital firm specializing in second-stage investments), and has held this position since 1998. Since 2000, he has also served as chairman of 8e6 Technologies Corporation, Orange, California (developer of Internet filtering software). He is also a director of Tribune Company, Chicago, Illinois. He earned a J.D. degree from The University of Chicago Law School.
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Nominating
Committee
|
J. F. Gemunder
P. P. Grace
W. L. Krebs
A. R. Lindell
T. P. Rice*
D. E. Saunders*
G. J. Walsh III
F. E. Wood
|
x
x
Chair
|
x
x
Chair
x
|
x
Chair
x
|
Number of 2013 Meetings
|
7
|
5
|
1
|
●
|
Replaced the previous annual incentive program, which was based on a multiple of historical growth rates in Adjusted EPS applied to prior year actual payouts, with a target bonus plan based on achieving goals related to Adjusted EPS and Return on Assets. As a result, annual incentive compensation of the NEO’s was reduced significantly. Previously, annual incentive compensation consisted of a cash component and a stock award component. For 2013, no stock award component was granted under the new annual incentive compensation program. The reduced level of annual incentive compensation is obscured by SEC rules regarding the reporting of such stock awards in the Summary Compensation Table in the year of grant rather than the year earned. The Alternate Summary Compensation Table on page 18 reflects annual incentive stock awards in the year earned rather than the year granted, and therefore reflects the compensation reduction associated with the implementation of the new annual incentive program. CEO K. J. McNamara received total incentive compensation for 2012 of $2,114,987, consisting of $1,515,000 in cash and $599,987 in restricted stock. For 2013, Mr. McNamara received incentive compensation of $1,381,084 in cash (for performance in excess of target), a reduction of $733,903, or 34.7%;
|
●
|
Replaced the LTIP with performance share units subject to performance-based vesting related to a cumulative three-year Adjusted EPS target and a three-year relative TSR performance metric. Previously, time-based restricted stock awards generally cliff vested on the fourth anniversary of the grant date;
|
●
|
Adopted a policy that, beginning in 2013, stock incentive compensation is subject to a “double trigger” in the event of a change in control of the Company. New incentives vest only upon employment termination without good cause or for good reason after a change in control; and
|
●
|
Adopted a clawback policy such that the Compensation Committee will review all performance-based compensation awarded to or earned by certain officers during the three-year period prior to any restatement of the Company’s financial results. If the Compensation Committee determines such compensation would have been lower had it been calculated based on the restated financial statement, the Compensation Committee may seek to recover the excess amount.
|
ABM Industries, Inc.
|
Gentiva Health Services, Inc.
|
Acadia Healthcare Co., Inc.
|
Hanger, Inc.
|
Alliance Healthcare Services, Inc.
|
Healthcare Services Group
|
Almost Family, Inc.
|
Healthways, Inc.
|
Amedisys, Inc.
|
LHC Group, Inc.
|
Bioscrip, Inc.
|
Mednax, Inc.
|
Brookdale Senior Living, Inc.
|
National Healthcare Corp.
|
Capital Senior Living Corp.
|
Radnet, Inc.
|
Clean Harbors, Inc.
|
Rollins, Inc.
|
Comfort Systems USA, Inc.
|
Skilled Healthcare Group, Inc.
|
Emeritus Corp.
|
Team, Inc.
|
Ensign Group, Inc.
|
Tetra Tech, Inc.
|
Five Star Quality Care, Inc.
|
|
(a) |
Mr. Lee’s incentive compensation was capped at $370,142 or at a 50% increase over his 2012 incentive compensation, in recognition of the transition in bonus formula.
|
3-Year Adjusted EPS
CAGR
|
Percentage of
Target Shares
|
|
Maximum
|
15%
|
100.0%
|
Target
|
7%
|
50.0%
|
Minimum
|
3%
|
0.0%
|
3-Year TSR
Percentile
|
Percentage of
Target Shares
|
|
Maximum
|
Greater than 90th
|
100.0%
|
75th
|
75.0%
|
|
60th
|
62.5%
|
|
Target
|
50th
|
50.0%
|
40th
|
37.5%
|
|
25th
|
25.0%
|
|
Minimum
|
Less than 25th
|
0.0%
|
|
a)
|
termination of employment by the Company without cause; or
|
|
b)
|
termination of employment by the employee within 90 days of an event giving him or her good reason to so terminate.
|
(a) |
Amounts reported in All Other Compensation Table for 2013.
|
(b) | To the extent that earnings reflected herein exceeded 120% of the long-term applicable federal rate as in effect in July 2013, such earnings are reported for 2013 in the All Other Compensation Table. |
(a)
|
The amounts shown are based on the following base salaries as of December 31, 2013 and average annual incentive compensation for the 2011, 2012 and 2013 fiscal years: for Mr. McNamara, $881,250 base salary and $2,038,509 annual incentive compensation; for Mr. Williams, $449,500 base salary and $760,159 annual incentive compensation; for Mr. O’Toole, $610,500 base salary and $721,650 annual incentive compensation; for Mr. Lee, $329,500 base salary and $263,098 annual incentive compensation; and for Mr. Tucker, $259,000 base salary and $273,090 annual incentive compensation.
|
(b)
|
The severance payment is a lump-sum payment equal to: for Mr. McNamara, five times his base salary; for each of Messrs. Williams and O’Toole, two and a half times his base salary; and for each of Messrs. Lee and Tucker, one and a half times his base salary.
|
(c)
|
The amounts shown consist of, for the period specified in the employment agreements of Messrs. McNamara, Williams and O’Toole, or, for Messrs. Lee and Tucker, in the Senior Executive Severance Policy, the continued provision of welfare benefits under the Company’s welfare benefit plans. With respect to these benefits, the amounts shown have been calculated based upon the current premiums paid by the Company for such benefits.
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(d)
|
Upon termination without cause or due to death or disability, the restricted stock awards held by each named executive officer will vest in full. Upon termination due to retirement, the restrictions will lapse as to a fraction of the restricted stock equal to the length of time, in years, from the date granted to the date of retirement over the total number of years over which the award would have vested. The value of each share of restricted stock subject to acceleration was determined by multiplying the number of such restricted shares by $76.62 (the closing price of one share of Capital Stock on December 31, 2013).
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(e)
|
The value of each stock option award subject to acceleration was determined by multiplying the number of stock option awards by the excess, if any, of $76.62 (the closing price of one share of Capital Stock on December 31, 2013) over the exercise price of such stock option awards. The value of each share of restricted stock subject to acceleration was determined by multiplying the number of such restricted shares by $76.62 (the closing price of one share of Capital Stock on December 31, 2013).
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(f)
|
The incentive payment is equal to the executive’s average annual incentive compensation for the 2011, 2012 and 2013 fiscal years.
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(g)
|
The amount of the excise taxes imposed pursuant to Section 4999 of the Code was determined by multiplying by 20% the “excess parachute payment” that would arise in connection with payments made to the applicable named executive officer upon the triggering event. The excess parachute payment was determined in accordance with the provisions of Section 280G of the Code. The amount of the gross-up payment to make each named executive officer whole on an after-tax basis for the excise taxes imposed under Section 4999 of the Code was determined assuming a federal tax rate of 39.6% and 5.4% state tax rate for each named executive officer except for Mr. O’Toole, whose state tax rate is 0%.
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(h)
|
The severance payment is equal to: for each of Messrs. McNamara, Williams and O’Toole, three times the sum of his current base salary and average annual incentive compensation for the 2011, 2012 and 2013 fiscal years; for each of Messrs. Lee and Tucker, two times the sum of his current base salary and average annual incentive compensation for the 2011, 2012 and 2013 fiscal years. For a description of the current base salary and average annual incentive compensation for 2011, 2012 and 2013 for each of the named executive officers, see footnote (a) to this table above.
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(i)
|
The amounts shown assume that Messrs. McNamara, Williams and O’Toole elect to receive their severance benefits under the Change in Control Plan, which will result in each receiving greater benefits than he would be entitled to receive under his employment agreement. Accordingly, the amounts shown consist of, for the period specified in the Change in Control Plan, (i) the continued provision of the perquisites (if any) listed in the All Other Compensation Table at 2013 levels, (ii) the continued provision of benefits under the Company’s welfare benefit plans, and (iii) outplacement assistance. With respect to the continued provision of benefits under the Company’s welfare benefit plans, the amounts shown have been calculated based upon the current premiums paid by the Company for such benefits.
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(j)
|
The amounts shown equal the amount of Company contributions that would have been made on the executive’s behalf in the Company’s qualified and non-qualified defined contribution plans had the executive continued participation in such plans, at the level in effect on December 31, 2013, for a three-year period following a Qualifying Termination for Messrs. McNamara, Williams and O’Toole, and a two-year period following a Qualifying Termination for Messrs. Lee and Tucker.
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(k)
|
The amounts shown are the December 31, 2013 market value of the LTIP shares allocated on November 9, 2012, and the performance share units granted on November 8, 2013 .
|
Name and Address
Of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percent of Class (a)
|
FMR, LLC
245 Summer Street
Boston, MA 02210
BlackRock, Inc.
40 E. 52nd Street
New York, NY 10022
Riverbridge Partners LLC
Suite 600
801 Nicolett Mall
Minneapolis, MN 55402
Royce & Associates, LLC
745 Fifth Avenue
New York, New York 10151
Vulcan Value Partners, LLC
3500 Blue Lake Drive, Ste 400
Birmingham, AL 35243
Invesco Ltd.
1555 Peachtree Street NE
Atlanta, GA 30309
Vanguard Group, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
|
2,798,418 shares (b)
1,603,451 shares (d)
1,528,989 shares (f)
1,443,220 shares (h)
1,357,157 shares (j)
1,283,854 shares (l)
1,245,538 shares (n)
|
15.87% (c)
9.1% (e)
8.67% (g)
8.18% (i)
7.7% (k)
7.30% (m)
7.06% (o)
|
Amount and Nature of Beneficial Ownership | |||||
Owner |
Direct and
Thrift Plan (a)
|
Options
Exercisable (b)
|
Trusteeships
and Family
Holdings (c)
|
Total |
Percent of
Class (d)
|
Kevin J. McNamara
|
195,194 | 357,333 | - | 552,527 | 2.90% |
Joel F. Gemunder
|
19,379 | - | - | 19,379 | - |
Patrick P. Grace
|
5,379 | - | - | 5,379 | - |
Thomas C. Hutton
|
61,809 | 18,000 | 43,216 | 123,025 | - |
Walter L. Krebs
|
14,651 | - | - | 14,651 | - |
Spencer S. Lee
|
66,236 | 106,666 | - | 172,902 | - |
Andrea R. Lindell
|
5,903 | - | - | 5,903 | - |
Timothy S. O'Toole
|
42,864 | 55,000 | - | 97,864 | - |
Thomas P. Rice
|
4,903 | - | - | 4,903 | - |
Donald E. Saunders
|
11,334 | - | - | 11,334 | - |
George J. Walsh III
|
6,290 | - | - | 6,290 | - |
Frank E. Wood
|
8,303 | - | - | 8,303 | - |
Arthur V. Tucker Jr.
|
13,622 | 37,000 | - | 50,622 | - |
David P. Williams
|
42,780 | 140,000 | - | 182,780 | - |
Chemed Foundation
|
- | - | 102,876 | 102,876 | - |
Total as a group
|
498,647 | 713,999 | 146,092 | 1,358,738 | 7.10% |
(a)
|
Such securities include shares of Capital Stock allocated as of December 31, 2013, to the account of each named person or member of the group under the Retirement Plan or, with respect to Mr. Gemunder, allocated to his account as of December 31, 2013, under the Omnicare Employees’ Savings and Investment Plan (the “Omnicare Savings Plan”).
|
(b)
|
“Option” refers to shares of Capital Stock which the named person or group has a right to acquire within 60 days from December 31, 2013. Except as otherwise disclosed in this Proxy Statement, each director, director nominee and executive officer has sole voting and investment power over the shares of Capital Stock shown as beneficially owned. No such shares are pledged.
|
(c)
|
Mr. T. C. Hutton is a trustee of several trusts and private foundations which hold in the aggregate, 30,477 shares over which the trustee has shared voting and investment power. Messrs. McNamara and T. C. Hutton and Ms. Laney are trustees of the Chemed Foundation, which holds 102,876 shares of Capital Stock over which the trustees share both voting and investment power. This number is included in the total number of “Trustee” shares held by the Directors and Executive Officers as a Group but is not reflected in the respective holdings of the individual trustees.
|
(d)
|
Percent of Class includes Direct, Option and Trustee shares where indicated. For purposes of determining the Percent of Class, all shares of Capital Stock subject to stock option awards which were exercisable within 60 days from December 31, 2013, were assumed to have been issued. Percent of Class under 1.0% is not shown. Shares of Capital Stock over which more than one individual holds beneficial ownership have been counted only once in calculating the aggregate number of shares of Capital Stock owned by Directors and Executive Officers as a Group.
|
|
●
|
The integrity of the Company’s financial statements.
|
|
●
|
Compliance by the Company with legal and regulatory requirements.
|
|
●
|
The independence and performance of the Company’s internal and external auditors.
|
1.
|
The Audit Committee has reviewed and discussed the audited financial statements and management’s report on internal control over financial reporting with the Company’s management.
|
2.
|
The Audit Committee has discussed with the independent accountants the matters required to be discussed by SAS 61, as amended (Codification of Statements on Auditing Standard, AU 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
|
3.
|
The Audit Committee has received the written disclosures and the letter from the independent accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent accountants the independent accountants’ independence.
|
4.
|
Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, for filing with the SEC.
|
Chemed Corporation
Investor Relations
Suite 2600
255 East Fifth Street
Cincinnati, Ohio 45202-4726
|
Naomi C. Dallob
Secretary
|