a50585609.htm
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):
March 8, 2013
 
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) 762-6500

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 240-14a-12)

[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240-14d-2(b))

[_]
Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange Act (17 CFR 240-13e-4(c))
 
 
Page 1 of 2
 
 
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR

On March 8, 2013, the Company amended its bylaws to implement a majority voting standard for uncontested elections of directors.  Each director must receive the affirmative vote of the majority of the votes cast in an uncontested election.  In contested elections, each director must receive a plurality of the votes cast.  The full text hereof is incorporated by reference.

ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

3.1
Bylaws of Chemed Corporation as amended March 8, 2013.



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
 
 
 
 
  
 
Date:   March 8, 2013
By:
/s/ Arthur V. Tucker Jr.
  Name:  Arthur V. Tucker, Jr. 
  Title:  Vice President and Controller 
 

Page 2 of 2