UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 18, 2018
AMN HEALTHCARE SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-16753 | 06-1500476 | |
| (Commission File Number) |
(I.R.S. Employer Identification No.) | |
| 12400 High Bluff Drive, Suite 100 San Diego, California 92130 | ||
| (Address of Principal Executive Offices) | ||
Registrant’s telephone number, including area code: (866) 871-8519
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On April 18, 2018, AMN Healthcare Services, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”).
(b) The following items of business were voted upon by the Company’s shareholders at the Annual Meeting:
| 1. | Each of the Board of Directors’ nominees for director was elected to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified, by the vote set forth in the table immediately below: |
| Director |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Mark G. Foletta |
42,064,904 | 577,670 | 17,390 | 2,719,672 | ||||||||||||
| R. Jeffrey Harris |
41,846,544 | 796,302 | 17,118 | 2,719,672 | ||||||||||||
| Michael M.E. Johns, M.D. |
41,779,512 | 862,712 | 17,740 | 2,719,672 | ||||||||||||
| Martha H. Marsh |
42,319,048 | 327,882 | 13,034 | 2,719,672 | ||||||||||||
| Susan R. Salka |
41,992,350 | 655,628 | 11,986 | 2,719,672 | ||||||||||||
| Andrew M. Stern |
41,489,315 | 1,153,359 | 17,290 | 2,719,672 | ||||||||||||
| Paul E. Weaver |
41,888,446 | 753,828 | 17,690 | 2,719,672 | ||||||||||||
| Douglas D. Wheat |
41,620,173 | 1,022,171 | 17,620 | 2,719,672 | ||||||||||||
| 2. | The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the vote set forth in the table immediately below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,856,499 |
2,445,404 | 358,061 | 2,719,672 |
| 3. | The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified by the vote set forth in the table immediately below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 44,014,029 |
1,346,471 | 19,136 | 0 |
| 4. | Shareholders did not approve a proposal to lower the threshold necessary for shareholders to call a special meeting from 20% to 10% by the vote set forth in the table immediately below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 18,724,184 |
23,868,879 | 66,901 | 2,719,672 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMN Healthcare Services, Inc. | ||||||
| Date: April 24, 2018 | By: | /s/ Susan R. Salka | ||||
| Susan R. Salka | ||||||
| President & Chief Executive Officer | ||||||