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Published on 5/19/2009 in the Prospect News Special Situations Daily.

Chemed slate garners support of RiskMetrics ahead of May 29 meeting

By Lisa Kerner

Charlotte, N.C., May 19 - Chemed Corp. said RiskMetrics Group/ISS recommended that the company's stockholders vote for all of Chemed's director nominees at the annual meeting on May 29.

According to Chemed, RiskMetrics said in its report that the dissident hedge fund MMI Investments, LP "has not met its burden of proving that board change is warranted."

In addition, the report said the dissident "has not raised any specific claims that the company has demonstratively underperformed."

RiskMetrics also agreed that a tax-free spinoff strategy as suggested by MMI "would be inappropriate at this time," according to a Chemed news release.

Cincinnati-based Chemed said previously that MMI's only objective is to separate Chemed's plumbing services company, Roto-Rooter, and its hospice care business, Vitas.

Proxy advisory firm Glass, Lewis & Co. also recommended that Chemed stockholders vote for all of the company's director nominees, Chemed said.

Chemed's slate includes nine of the current members of the board as well as two new independent nominees, Ernest J. Mrozek and Thomas P. Rice.


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