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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Chemed Corp. 10-K 12/31/23 117:24M Certent, Inc./FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 8.84M 2: EX-21 Subsidiaries List HTML 37K 3: EX-23 Consent of Expert or Counsel HTML 31K 4: EX-24 Power of Attorney HTML 50K 9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 62K Awarded Compensation 5: EX-31.1 Certification -- §302 - SOA'02 HTML 36K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 37K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 33K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 33K 15: R1 Document And Entity Information HTML 109K 16: R2 Consolidated Statements Of Income HTML 104K 17: R3 Consolidated Balance Sheets HTML 149K 18: R4 Consolidated Balance Sheets (Parenthetical) HTML 40K 19: R5 Consolidated Statements Of Cash Flows HTML 139K 20: R6 Consolidated Statements Of Changes In HTML 64K Stockholders' Equity 21: R7 Consolidated Statements Of Changes In HTML 33K Stockholders' Equity (Parenthetical) 22: R8 Summary Of Significant Accounting Policies HTML 191K 23: R9 Revenue Recognition HTML 422K 24: R10 Long-Term Debt And Lines Of Credit HTML 115K 25: R11 Stock-Based Compensation Plans HTML 461K 26: R12 Segments and Nature of the Business HTML 296K 27: R13 Intangible Assets HTML 192K 28: R14 Acquisitions HTML 45K 29: R15 Discontinued Operations HTML 47K 30: R16 Cash Overdrafts, Cash Equivalents, and HTML 39K Supplemental Cash Flow Disclosure 31: R17 Other Income/(Expense) - Net HTML 79K 32: R18 Income Taxes HTML 296K 33: R19 Other Assets HTML 70K 34: R20 Properties And Equipment HTML 85K 35: R21 Leases HTML 152K 36: R22 Retirement Plans HTML 60K 37: R23 Earnings Per Share HTML 145K 38: R24 Financial Instruments HTML 119K 39: R25 Legal And Regulatory Matters HTML 48K 40: R26 Capital Stock Transactions HTML 73K 41: R27 Other Operating Expenses HTML 61K 42: R28 Other Current Liabilities HTML 69K 43: R29 Recent Accounting Standards HTML 45K 44: R30 Summary Of Significant Accounting Policies HTML 242K (Policy) 45: R31 Summary Of Significant Accounting Policies HTML 113K (Tables) 46: R32 Revenue Recognition (Tables) HTML 365K 47: R33 Long-Term Debt And Lines of Credit (Tables) HTML 101K 48: R34 Stock-Based Compensation Plans (Tables) HTML 443K 49: R35 Segments and Nature of the Business (Tables) HTML 286K 50: R36 Intangible Assets (Tables) HTML 190K 51: R37 Discontinued Operations (Tables) HTML 42K 52: R38 Other Income/(Expense) - Net (Tables) HTML 76K 53: R39 Income Taxes (Tables) HTML 289K 54: R40 Other Assets (Tables) HTML 68K 55: R41 Properties And Equipment (Tables) HTML 80K 56: R42 Leases (Tables) HTML 151K 57: R43 Retirement Plans (Tables) HTML 52K 58: R44 Earnings Per Share (Tables) HTML 141K 59: R45 Financial Instruments (Tables) HTML 115K 60: R46 Capital Stock Transactions (Tables) HTML 66K 61: R47 Other Operating Expenses (Tables) HTML 60K 62: R48 Other Current Liabilities (Tables) HTML 68K 63: R49 Summary Of Significant Accounting Policies HTML 127K (Narrative) (Details) 64: R50 Summary Of Significant Accounting Policies HTML 43K (Schedule Of Weighted Average Lives Of Property And Equipment) (Details) 65: R51 Summary Of Significant Accounting Policies HTML 46K (Schedule Of Movement In Goodwill) (Details) 66: R52 Summary Of Significant Accounting Policies HTML 42K (Weighted Average Lives Of Identifiable, Definite-Lived Intangible Assets) (Details) 67: R53 Revenue Recognition (Narrative) (Details) HTML 98K 68: R54 Revenue Recognition (Schedule Of Patient Care HTML 82K Service Revenue) (Details) 69: R55 Revenue Recognition (Schedule Of Disaggregated HTML 60K Revenue) (Details) 70: R56 Long-Term Debt And Lines of Credit (Narrative) HTML 79K (Details) 71: R57 Long-Term Debt And Lines of Credit (Debt HTML 48K Outstanding) (Details) 72: R58 Long-Term Debt And Lines Of Credit (Interest Paid HTML 34K During The Years) (Details) 73: R59 Long-Term Debt And Lines of Credit (Financial Debt HTML 50K Covenants) (Details) 74: R60 Stock-Based Compensation Plans (Narrative) HTML 76K (Details) 75: R61 Stock-Based Compensation Plans (Schedule Of HTML 60K Comparative Date for Performance Stock Units) (Details) 76: R62 Stock-Based Compensation Plans (Schedule Of Total HTML 130K Stock Option, Stock Award And PSU Activity) (Details) 77: R63 Stock-Based Compensation Plans (Schedule Of HTML 43K Comparative Data For Stocks Option, Stock Awards And PSUs) (Details) 78: R64 Stock-Based Compensation Plans (Schedule Of HTML 49K Valuation Assumptions) (Details) 79: R65 Stock-Based Compensation Plans (Schedule Of Other HTML 56K Data For Stock Options, Stock Awards And PSUs) (Details) 80: R66 Segments And Nature Of The Business (Segment Data) HTML 92K (Details) 81: R67 Intangible Assets (Schedule By Year Of Projected HTML 48K Amortization Expense For Definite-Lived Intangible Assets) (Details) 82: R68 Intangible Assets (Schedule Of Intangible Assets) HTML 62K (Details) 83: R69 Acquisitions (Narrative) (Details) HTML 84K 84: R70 Discontinued Operations (Narrative) (Details) HTML 46K 85: R71 Discontinued Operations (Schedule Of Estimated HTML 38K Timing Of Payments Of Liabilities) (Details) 86: R72 Cash Overdrafts, Cash Equivalents, and HTML 35K Supplemental Cash Flow Disclosure (Narrative) (Details) 87: R73 Other Income/(Expense) - Net (Schedule Of Other HTML 40K Income/(Expense) - Net) (Details) 88: R74 Income Taxes (Narrative) (Details) HTML 45K 89: R75 Income Taxes (Schedule Of Provision For Income HTML 48K Taxes) (Details) 90: R76 Income Taxes (Schedule Of Temporary Differences HTML 70K That Give Rise To Deferred Tax Assets (Liabilities)) (Details) 91: R77 Income Taxes (Schedule Of Significant Changes To HTML 38K Unrecognized Tax Benefits) (Details) 92: R78 Income Taxes (Schedule Of Difference Between HTML 52K Actual Income Tax Provision For Continuing Operations And Income Tax Provision Calculated At Statutory U.S. Federal Tax Rate) (Details) 93: R79 Income Taxes (Schedule Of Income Taxes Paid) HTML 33K (Details) 94: R80 Other Assets (Schedule Of Other Assets) (Details) HTML 43K 95: R81 Properties And Equipment (Narrative) (Details) HTML 36K 96: R82 Properties And Equipment (Schedule Of Properties HTML 55K And Equipment) (Details) 97: R83 Leases (Narrative) (Details) HTML 34K 98: R84 Leases (Components Of Balance Sheet Information HTML 41K Related To Leases) (Details) 99: R85 Leases (Components Of Lease Expense) (Details) HTML 38K 100: R86 Leases (Components Of Cash Flow Information HTML 41K Related To Leases) (Details) 101: R87 Leases (Summary Of Maturity Of Operating Lease HTML 50K Liabilities) (Details) 102: R88 Retirement Plans (Narrative) (Details) HTML 35K 103: R89 Retirement Plans (Schedule Of Expenses For HTML 34K Retirement, Profit-Sharing Plans, Excess Benefit Plans And Other Similar Plans) (Details) 104: R90 Earnings Per Share (Narrative) (Details) HTML 34K 105: R91 Earnings Per Share (Schedule Of Computation Of HTML 72K Earnings Per Share) (Details) 106: R92 Financial Instruments (Narrative) (Details) HTML 37K 107: R93 Financial Instruments (Carrying Value, Fair Value HTML 46K And Hierarchy Of Financial Instruments) (Details) 108: R94 Legal And Regulatory Matters (Narrative) (Details) HTML 58K 109: R95 Capital Stock Transactions (Narrative) (Details) HTML 35K 110: R96 Capital Stock Transactions (Schedule Of HTML 39K Repurchased Capital Stock) (Details) 111: R97 Other Operating Expenses (Schedule Of Other HTML 35K Operating Expenses) (Details) 112: R98 Other Current Liabilities (Details) HTML 43K 114: XML IDEA XML File -- Filing Summary XML 222K 117: XML XBRL Instance -- che-20231231x10k_htm XML 6.35M 113: EXCEL IDEA Workbook of Financial Report Info XLSX 203K 11: EX-101.CAL XBRL Calculations -- che-20231231_cal XML 248K 12: EX-101.DEF XBRL Definitions -- che-20231231_def XML 620K 13: EX-101.LAB XBRL Labels -- che-20231231_lab XML 1.54M 14: EX-101.PRE XBRL Presentations -- che-20231231_pre XML 1.24M 10: EX-101.SCH XBRL Schema -- che-20231231 XSD 256K 115: JSON XBRL Instance as JSON Data -- MetaLinks 584± 882K 116: ZIP XBRL Zipped Folder -- 0001562762-24-000045-xbrl Zip 666K
Exhibit 97 |
Incentive Compensation Recovery Policy
A. |
PURPOSE |
This Incentive Compensation Recovery Policy (this “Recovery Policy”) is adopted by Chemed Corporation, a Delaware corporation (the “Company”), as of the 3rd day of November, 2023 (the “Effective Date”) as required by Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 under the Exchange Act and the applicable New York Stock Exchange Listing Standards (collectively, the “Recovery Rules”). This Recovery Policy is intended to apply independent of all other clawback, recoupment or forfeiture policies, agreements or other arrangements of the Company (collectively, “Other Clawback Policies”).
B. |
ADMINISTRATION |
This Recovery Policy shall be administered by the Compensation Committee of the Board of Directors (the “Board”) of the Company (the “Compensation Committee”). The Compensation Committee shall have the full power and authority to interpret, and make determinations under, this Recovery Policy, consistent with the Recovery Rules. All determinations and decisions made by the Compensation Committee pursuant to this Recovery Policy shall be final, conclusive and binding on all persons, including each member of the Company Group (as defined below), its respective affiliates, stockholders and employees. In the absence of the Compensation Committee, a majority of the independent directors serving on the Board shall administer this Recovery Policy as set forth in this paragraph.
C. |
COVERED INDIVIDUALS |
Each Executive Officer (as defined below) shall be subject to this Recovery Policy and should execute an Acknowledgment in the form attached as Exhibit A hereto. Failure by an Executive Officer to execute an Acknowledgment shall have no impact on the applicability or enforceability of this Recovery Policy.
D. |
RECOVERY OF EXCESS INCENTIVE COMPENSATION |
In the event the Company is required to prepare a Covered Financial Restatement (as defined below), the Company shall seek reasonably promptly the recovery of any Excess Incentive Compensation (as defined below) received by a Specified Officer during the three completed fiscal years immediately preceding the applicable Triggering Date (as defined below) (or any transition period that results from a change in the Company’s fiscal year within or immediately following such three completed fiscal years); provided, however, that a transition period between the last day of the Company’s previous fiscal year-end and the first day of its new fiscal year that comprises a period of nine to twelve months will be considered a completed fiscal year for purposes of this Recovery Policy. The Company’s obligation to recover Excess Incentive Compensation from a Specified Officer is not dependent on if, or when, the applicable restated financial statements are filed. Unless otherwise specified by the Compensation Committee, a Specified Officer shall be required to forfeit or repay the Excess Incentive Compensation within ninety (90) days following the date such Specified Officer is informed that such Specified Officer has received Excess Incentive Compensation from the Company Group.
Subject to the Recovery Rules, the Compensation Committee shall have discretion to determine the method by which Excess Incentive Compensation shall be recovered from the applicable Specified Officers. For the avoidance of doubt, any Excess Incentive Compensation received by a Specified Officer that has subsequently been forfeited prior to payment thereof (including as a result of termination of employment or breach of contract) shall be deemed to have been repaid in accordance with this Recovery Policy. To the extent that the application of this Recovery Policy would provide for recovery of Incentive Compensation that the Company recovers pursuant to Section 304 of the Sarbanes-Oxley Act or Other Clawback Policies, the amount the relevant Specified Officer has already reimbursed the Company will be credited to the required recovery under this Recovery Policy. To the extent a Specified Officer fails to repay any Excess Incentive Compensation in accordance with the immediately-preceding sentence, such Specified Officer shall be required to reimburse the Company Group for any and all expenses reasonably incurred (including legal fees) by any member of the Company Group in recovering such Excess Incentive Compensation.
The Company must recover Excess Incentive Compensation pursuant to this Recovery Policy except to the extent the conditions of (i), (ii) or (iii) of this sentence are satisfied, including the Company’s compliance with any additional requirements set forth in the applicable Recovery Rules related thereto, and the Compensation Committee has made a determination that recovery would be impracticable: (i) the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; (ii) recovery would violate home country law where the applicable law was adopted prior to November 28, 2022; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
E. |
GOVERNING LAW |
This Recovery Policy shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law thereof or of any other jurisdiction. Except as provided above, the parties shall each bear their own expenses in connection with any dispute under or relating to this Recovery Policy.
F.MISCELLANEOUS PROVISIONS
This Recovery Policy shall only apply to Incentive Compensation received on or after October 2, 2023. The Board may amend this Recovery Policy from time to time in its sole and absolute discretion. This Recovery Policy will not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and under applicable law. This Recovery Policy will be binding and enforceable against all Specified Officers and their beneficiaries, heirs, executors, administrators or other legal representatives.
G.DEFINITIONS
“Company Group” shall mean the Company, collectively with each of its direct and indirect subsidiaries.
“Covered Financial Restatement” means an accounting restatement required due to material noncompliance by a member of the Company Group with any financial reporting requirements under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The following shall not constitute a Covered Financial Restatement: (i) out-of-period adjustments; (ii) retrospective application of a change in accounting principle; (iii) retrospective revision to reportable segment information due to a change in the structure of the internal organization of the Company Group; (iv) retrospective reclassification due to a discontinued operation; (v) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (vi) retrospective revision for stock splits, reverse stock splits, stock dividends or other change in capital structure.
“Excess Incentive Compensation” means the amount of Incentive Compensation received by a Specified Officer from any member of the Company Group in excess of the amount that would have been received had it been determined based on the restated amounts, as determined by the Compensation Committee in accordance with the Recovery Rules. The amount of Excess Incentive Compensation shall be determined on a gross basis without regard to any taxes owed or paid by the Specified Officer on the receipt or settlement of the Incentive Compensation. For Incentive Compensation based on stock price or total shareholder return, where the amount of Excess Incentive Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the amount will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive Compensation was received. For the avoidance of doubt, Excess Incentive Compensation may include Incentive Compensation received by a person after such person ceases to be an Executive Officer.
“Executive Officer” shall mean an “executive officer” of the Company (as defined in Rule 10D-1(d) under the Exchange Act) and as identified by the Compensation Committee in accordance with the Recovery Rules.
“Financial Reporting Measures” means measures that are determined in accordance with the accounting principles used in preparing the Company Group’s financial statements, and any measures that are derived in whole or in part from such measures. Stock price, adjusted earnings per share and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
“Incentive Compensation” means any compensation that is granted, earned or becomes vested, in whole or in part, upon the attainment of a Financial Reporting Measure and as identified by the Compensation Committee in accordance with the Recovery Rules. For the avoidance of doubt, Incentive Compensation shall include compensation that is computed based on, or otherwise attributable to, the attainment of a Financial Reporting Measure. Except as otherwise determined by the Compensation Committee, Incentive Compensation shall not include the following: (i) salaries; (ii) amounts received solely at the discretion of the Compensation Committee or the Board and that are not received from a pool that is determined by satisfying a Financial Reporting Measure performance goal; (iii) amounts received solely upon satisfying one or more subjective standards; (iv) amounts received solely upon satisfying one or more strategic measures or operational measures; and (v) amounts received solely based on service or the passage of time.
Incentive Compensation shall be considered to be “received” by a Specified Officer in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation is achieved or attained, even if the payment or grant of the Incentive Compensation occurs after the end of that fiscal period.
“Specified Officer” means an Executive Officer who received Excess Incentive Compensation on or after the date he or she became an Executive Officer of the Company. For the avoidance of doubt, Specified Officers include former employees of the Company Group if they otherwise satisfy the definition of Specified Officer.
2
“Triggering Date” means the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Covered Financial Restatement or (ii) the date a court of competent jurisdiction, regulator, or other legally authorized body directs the Company to prepare a Covered Financial Restatement; provided, that the recovery of Excess Incentive Compensation pursuant to this Recovery Policy as a result of this clause (ii) shall only be required if such action by such court, regulator or other legally authorized body, as applicable, is final and non-appealable.
3
Exhibit A
Acknowledgment
This Acknowledgment (this “Acknowledgment”) to the Incentive Compensation Policy (the “Recovery Policy”) of Chemed Corporation (the “Company”) is executed by the undersigned Executive Officer. Capital terms used but not defined in this Acknowledgment shall have the meanings assigned to such terms in the Recovery Policy.
By signing below, the undersigned:
1. |
acknowledges and confirms that the undersigned has received and reviewed a copy of the Recovery Policy and that the undersigned is, and the undersigned’s beneficiaries, heirs, executors, administrators or other legal representatives, as applicable, are, subject to the Recovery Policy; |
2. |
acknowledges and agrees that the undersigned will comply with the Recovery Policy, including, without limitation, by returning Excess Incentive Compensation pursuant to, and in accordance with, the Recovery Policy and applicable law, and that the undersigned remains subject to the Recovery Policy during and after the undersigned’s employment or engagement with the Company Group; and |
3. |
acknowledges that the Recovery Policy may be amended from time to time in accordance with the terms thereof and the undersigned shall remain subject to the Recover Policy, as so amended, in all respects. |
__________________________
Signature
__________________________
Print Name
__________________________
Date
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/29/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
11/28/22 | ||||
List all Filings |