Chemed seeks shareholder support for director nominees on May 29

By Lisa Kerner

Charlotte, N.C., April 20 - Chemed Corp. is recommending its shareholders vote to elect nine current directors and two new independent nominees - Ernest J. Mrozek and Thomas P. Rice - at the annual meeting on May 29.

Mrozek is a former president and vice chairman of ServiceMaster Co. He retired in 2008.

Rice, a pharmaceutical industry veteran, was the chief executive officer of Andrx Corp. from 2004 to 2006, Chemed said.

According to Chemed, two current non-independent directors, Sandra E. Laney and Timothy S. O'Toole, will not be standing for re-election.

The record date for the meeting is March 31.

In March, MMI Investments, LP announced that it planned to nominate a slate of five director candidates to stand for election at Chemed's 2009 annual meeting.

In a Monday letter to stockholders, Chemed said it believes the true motivation of the dissident 3.5% stockholder is to "merely force a separation of Chemed's businesses, Vitas and Roto-Rooter."

As previously reported, MMI said it believes a tax-free spinoff of Chemed's plumbing services company, Roto-Rooter, and its hospice care business, Vitas, could boost Chemed's share price.

MMI recently took Chemed to task over the purchase of a $9 million jet in November.

The purchase, according to MMI president Clay B. Lifflander, accounted for more than 36% of Chemed's 2008 capital expenditures.

Cincinnati-based Chemed said its board has "a long history of success in unlocking value through spinoffs and other strategic transactions and in providing stockholders with solid and consistent returns."

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