As filed with the Securities and Exchange Commission on April 19, 2002
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SCHEDULE 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
AMN HEALTHCARE SERVICES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
AMN HEALTHCARE SERVICES, INC.
12235 El Camino Real, Suite 200
San Diego, California 92130
(800) 282-0300
April 19, 2002
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
(the "Annual Meeting") of AMN Healthcare Services, Inc. (the "Company" or "AMN")
at the San Diego Marriott Del Mar, 11966 El Camino Real, San Diego, California
on May 31, 2002, at 8:30 a.m., local time. Details regarding admission to the
Annual Meeting and the business to be conducted are more fully described in the
accompanying formal notice of the annual meeting and proxy statement.
A copy of the Company's Annual Report and Form 10-K for the fiscal year
ended December 31, 2001 are enclosed. The formal notice of the Annual Meeting,
the proxy statement and the proxy card follow. It is important that your shares
be represented and voted, regardless of the size of your holdings. Accordingly,
whether or not you plan to attend the Annual Meeting, please complete, sign,
date and return the enclosed proxy promptly so that your shares will be
represented at the Annual Meeting. The proxy is revocable at any time before it
is voted and will not affect your right to vote in person if you attend the
Annual Meeting.
Thank you for your ongoing support of and continued interest in AMN.
Very truly yours,
/s/ Steven C. Francis
---------------------------------------
Steven C. Francis,
President and Chief Executive Officer
AMN HEALTHCARE SERVICES, INC.
12235 El Camino Real, Suite 200
San Diego, California 92130
(800) 282-0300
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO
BE HELD ON MAY 31, 2002 AT 8:30 A.M.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of AMN Healthcare Services, Inc. (the "Company") will be held
at the San Diego Marriott Del Mar, 11966 El Camino Real, San Diego, California
on May 31, 2002 at 8:30 a.m., local time, for the following purposes:
(1) To elect six directors to the Company's Board of Directors to
hold office until the next Annual Meeting or until their successors are duly
elected and qualified;
(2) To ratify the selection by the Company's Board of Directors of
KPMG LLP as the Company's independent auditors for the fiscal year ending
December 31, 2002; and
(3) To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 8, 2002
as the record date for determination of stockholders of the Company entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.
Representation of at least a majority of the voting power represented by all
outstanding shares is required to constitute a quorum at the Annual Meeting.
Accordingly, it is important that your share(s) be represented at the Annual
Meeting. Whether or not you plan to attend the Annual Meeting, please complete,
date and sign the enclosed proxy card and mail it promptly in the self-addressed
envelope enclosed for your convenience. The proxy is revocable at any time
before it is voted and will not affect your right to vote in person if you
attend the Annual Meeting.
By Order of the Board of Directors,
/s/ Susan R. Nowakowski
-----------------------
Susan R. Nowakowski,
Executive Vice President,
Chief Operating Officer
and Secretary
San Diego, California
April 19, 2002
YOUR VOTE IS IMPORTANT. ACCORDINGLY, WE URGE YOU TO COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD REGARDLESS OF
WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.
AMN HEALTHCARE SERVICES, INC.
12235 El Camino Real, Suite 200
San Diego, California 92130
(800) 282-0300
PROXY STATEMENT
for Annual Meeting of Stockholders
to be held on May 31, 2002
GENERAL
This Proxy Statement, which is first being mailed to the stockholders
of AMN Healthcare Services, Inc. (the "Company" or "AMN") on approximately April
19, 2002, is furnished to you in connection with the solicitation of proxies on
behalf of the Board of Directors of AMN for use at the annual meeting of
stockholders (the "Annual Meeting"). The Annual Meeting is to be held at the San
Diego Marriott Del Mar, 11966 El Camino Real, San Diego, California on May 31,
2002 at 8:30 a.m., local time, or at any subsequent time which may be necessary
by any adjournment of the Annual Meeting.
Proxies in proper form received by the time of the Annual Meeting will
be voted as specified. Stockholders may specify their choices by marking the
appropriate boxes on the enclosed proxy card. If a proxy card is dated, signed
and returned without specifying choices, the shares will be voted as recommended
by the Board of Directors FOR proposals (1) and (2). Business transacted at the
Annual Meeting is confined to the purposes stated in the Notice of Annual
Meeting. The proxy does, however, convey discretionary authority to the persons
named in it to vote on such other business as may properly come before the
Annual Meeting.
Shares of the Company's common stock, par value $.01 per share (the
"Common Stock"), cannot be voted at the Annual Meeting unless the holder is
present or represented by proxy.
VOTING SECURITIES
The Board of Directors, in accordance with the Amended and Restated
Bylaws of the Company (the "Bylaws"), has fixed the close of business on April
8, 2002 as the record date (the "Record Date") for determining the stockholders
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. At the close of business on that date, the outstanding number of voting
securities of the Company was 42,289,770 shares of Common Stock.
For each share held as of the Record Date, each holder of Common Stock
is entitled to one vote. If you hold your shares through a broker, you should
contact your broker to determine the procedure by which you can vote.
The presence, in person or by proxy, of stockholders entitled to cast
at least a majority of the voting power represented by all outstanding shares
constitutes a quorum. If a quorum is present at the Annual Meeting, the
affirmative vote of a plurality of the votes cast by the stockholders present
(in person or by proxy) and entitled to vote at the Annual Meeting is required
for the election of each director (Proposal 1) and the affirmative vote of a
majority of the voting power present (in person or by proxy) and entitled to
vote at the Annual Meeting is required for approval of the appointment of KPMG
LLP ("KPMG") as the Company's independent auditors (Proposal 2).
REVOCABILITY OF PROXIES
A stockholder giving a proxy may revoke it at any time before it is
voted by giving the Secretary of the Company a letter revoking the proxy or a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. Attendance at the Annual Meeting will not in and of itself
constitute the revocation of a proxy.
2
PROPOSAL 1:
ELECTION OF DIRECTORS
NOMINEES FOR THE BOARD OF DIRECTORS
Six directors are to be elected at the Annual Meeting to hold office
until the next Annual Meeting or until their successors are duly elected and
qualified. The proxy will be voted in accordance with the directions stated on
the card, or if no directions are stated, for election of each of the six
nominees listed below. The nominees for election who are named below are willing
to be duly elected and to serve. If any such nominee is not a candidate for
election at the Annual Meeting, an event which the Board of Directors does not
anticipate, the proxies will be voted for a substitute nominee.
The following table shows certain information concerning our current
directors (each of whom is a director nominee) and our other executive officers.
NAME AGE POSITIONS(S)
- ---- --- ------------
Robert B. Haas................................... 54 Chairman of the Board and Director
Steven C. Francis................................ 47 Director, President and Chief Executive Officer
Michael R. Gallagher............................. 56 Director
William F. Miller III............................ 52 Director
Andrew M. Stern.................................. 53 Director
Douglas D. Wheat................................. 51 Director
Susan R. Nowakowski.............................. 37 Executive Vice President, Chief Operating Officer
and Secretary
Donald R. Myll................................... 44 Chief Financial Officer and Treasurer
Information with respect to the business experience and affiliations of
our directors, director nominees and executive officers is set forth below.
ROBERT B. HAAS has been our Chairman of the Board of Directors and a
director since November 1999. Mr. Haas also serves as a member of our Executive
Committee. Mr. Haas has been actively involved in private business investments
since 1978, specializing in leveraged buyouts. He has served as Chairman of the
Board of Directors and Chief Executive Officer of Haas Wheat & Partners, L.P., a
private investment firm specializing in leveraged acquisitions, since 1992. Mr.
Haas serves as Chairman and a director of Playtex Products, Inc., Nebraska Book
Company, Inc. and NBC Acquisition Corp.
STEVEN C. FRANCIS co-founded our predecessor company, AMN Healthcare,
Inc., in 1985. He has been an executive officer and director since 1985 and our
President and Chief Executive Officer since June 1990. Mr. Francis also serves
as a member of our Executive Committee. Prior to 1985, Mr. Francis served in
several management positions in the hospitality industry. In addition, he served
in the Nevada State Assembly from 1983 to 1987 and was elected as the Majority
Leader from 1985 to 1987. Mr. Francis served as Chairman of the Board of
Directors of the San Diego Chapter of the American Red Cross in 1997 and
continued to serve on the Board until January 2002. In addition, he serves as a
board member of Father Joe's Villages, one of the largest private homeless
shelter organizations in the United States.
MICHAEL R. GALLAGHER has been a director since our initial public
offering (the "IPO") in November 2001. Mr. Gallagher also serves as a member of
our Audit, Compensation and Stock Plan Committees. Mr. Gallagher has served as
Chief Executive Officer of Playtex Products, Inc.
3
since 1995. Previously, Mr. Gallagher was Chief Executive Officer/North America
for Reckitt & Coleman PLC, President and Executive Officer of Eastman Kodak's
subsidiary, L&F Products and President of the Lehn & Fink Consumer Products
Division at Sterling Drug. Mr. Gallagher was Corporate Vice President and
General Manager of the Clorox Company and he began his career with the Procter
and Gamble Company. He also serves as a director of Playtex Products, Inc.,
Allergan, Inc., Grocery Manufacturers Association, the Association of Sales and
Marketing Companies, the Haas School of Business at the University of California
(Berkeley) and the Board of Trustees of St. Luke's School.
WILLIAM F. MILLER III has been a director since November 1999. Mr.
Miller also serves as a member of our Audit, Compensation and Stock Plan
Committees. Mr. Miller is currently Chairman, Chief Executive Officer and a
director of Health Management Systems, Inc., a healthcare information technology
company. From 1983 to 1999, Mr. Miller served as President and Chief Operating
Officer of Emcare Holdings, an emergency medical services company. Prior to
joining Emcare, Mr. Miller held financial and management positions in the
healthcare industry, including positions as chief executive officer and chief
financial officer of various hospitals, and administrator/director of operations
of a multi-specialty physician group practice. Mr. Miller also serves as a
director of Lincare Holdings, Inc.
ANDREW M. STERN has been a director since our IPO in November 2001. Mr.
Stern also serves as a member of our Audit Committee. Mr. Stern has served as
Chairman of the Board and Chief Executive Officer of Sunwest Communications,
Inc., a public relations firm, since 1983. Mr. Stern also serves as a director
of Dallas National Bank and as an advisory director of NeoSpire, Inc. In
addition, he serves as the Chairman of the Medical City Dallas Hospital.
DOUGLAS D. WHEAT has been a director since November 1999. Mr. Wheat
also serves as a member of our Executive Committee. Mr. Wheat has served as
President of Haas Wheat & Partners, L.P., a private investment firm specializing
in leveraged acquisitions, since 1992. He also serves as a director of Playtex
Products, Inc., Smarte Carte Corporation, Nebraska Book Company, Inc. and NBC
Acquisition Corp.
SUSAN R. NOWAKOWSKI joined us in 1990 and has been our Chief Operating
Officer since December 2000, our Secretary since October 2001 and our Executive
Vice President since January 2002. Ms. Nowakowski served as our Senior Vice
President of Business Development from September 1998 to December 2000.
Following our acquisition of Medical Express, she was additionally appointed
President of Medical Express in April 1999. She also served as our Chief
Financial Officer and Vice President of Business Development from 1990 to 1993
and 1993 to 1998, respectively. Prior to joining us, Ms. Nowakowski worked as a
financial analyst at a subsidiary of Eli Lilly & Co. and as the finance manager
of BioVest Partners, a venture capital firm. Ms. Nowakowski also serves as a
director of Playtex Products, Inc.
DONALD R. MYLL has been our Chief Financial Officer and Treasurer since
May 2001. From September 1999 through October 2000, he served as Executive Vice
President and Chief Financial Officer of Daou Systems, Inc. a publicly-traded
technology services company in the healthcare industry. From September 1998 to
September 1999, Mr. Myll served as President, Chief Executive Officer and a
director of Hearing Science, Inc., a multi-state provider of hearing care
services. From March 1997 to September 1998, Mr. Myll was a consultant to
TheraTx, Inc., a publicly-traded national healthcare provider of rehabilitation,
post acute and long-term care services, as well as other venture capital and
entrepreneurial organizations in the healthcare industry. From June 1990 to
March 1997, Mr. Myll served as Executive Vice President and Chief Financial
Officer of TheraTx, Inc.
4
VOTE REQUIRED
The vote required for the election of directors is a plurality of the
votes cast and entitled to vote on the election of directors, provided a quorum
is present. Abstentions and broker non-votes will not affect the outcome of the
election.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE SIX (6) DIRECTOR NOMINEES NAMED ABOVE.
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD OF
DIRECTORS
During 2001, the Board of Directors met three times and took action by
unanimous written consent thirteen times. No member of the Board of Directors
attended fewer than 75% of the aggregate of (i) the total number of meetings of
the Board of Directors (held during the period for which he has been a director)
and (ii) the number of meetings of committees of the Board of Directors (during
the periods that he served on such committees).
The Company has standing Audit, Compensation, Executive and Stock Plan
Committees, each of which was created by the Company's Board of Directors on
October 17, 2001 and whose current functions and members are described below.
The Board of Directors does not have a nominating committee.
AUDIT COMMITTEE. The Audit Committee is composed of William F. Miller
III, Michael R. Gallagher and Andrew M. Stern. This committee is charged with
the responsibility of overseeing the financial reporting process of the Company.
In the course of performing its functions, the Audit Committee (i) reviews the
Company's internal accounting controls and its audited financial statements,
(ii) reviews with the Company's independent auditors the scope of their audit,
their report and their recommendations, (iii) considers the possible effect on
the independence of such accountants in approving non-audit services requested
of them and (iv) recommends the action to be taken with respect to the
appointment of the Company's independent auditors. All of the members of the
Audit Committee are independent as defined by Sections 303.01(B)(2)(a) and (3)
of the Listed Company Manual of the New York Stock Exchange, Inc. A copy of the
Audit Committee's charter, which was adopted by the Company's Board of Directors
on October 17, 2001, is attached as Exhibit A to this proxy statement. The Audit
Committee did not meet in 2001.
COMPENSATION COMMITTEE. The Compensation Committee is composed of
William F. Miller III and Michael R. Gallagher. The Compensation Committee
reviews and approves the compensation of our officers and management personnel
and administers our employee benefit plans. The Compensation Committee took
action by unanimous written consent three times in 2001.
EXECUTIVE COMMITTEE. The Executive Committee is composed of Robert B.
Haas, Steven C. Francis and Douglas D. Wheat. The Executive Committee exercises
the power of the Board of Directors in the interval between meetings of the
Board of Directors. The Executive Committee did not meet in 2001.
STOCK PLAN COMMITTEE. The Stock Plan Committee is composed of William
F. Miller III and Michael R. Gallagher. The Stock Plan Committee administers our
stock-based and certain other incentive compensation plans. The Stock Plan
Committee did not meet in 2001.
5
COMPENSATION OF NON-EMPLOYEE DIRECTORS
The Company pays non-employee directors annual remuneration of $10,000,
$2,500 for each Board of Directors meeting that they attend and $1,000 for each
Committee meeting that they attend which is not held on the same day as a Board
of Directors meeting. Directors are also reimbursed for out-of-pocket expenses
incurred in connection with such service. Additionally, prior to the
consummation of the IPO, William F. Miller III was paid an annual fee of $25,000
to serve as a director.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and persons who own more
than ten percent of the Common Stock file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (the
"SEC"). Directors, executive officers and greater than ten percent stockholders
are required by SEC regulations to furnish the Company with copies of all Forms
3, 4 and 5 that they file.
The Company believes that all of its directors, executive officers and
greater than ten percent beneficial owners complied with all filing requirements
applicable to them in 2001.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table shown below sets forth certain
information concerning the annual and long-term compensation for services in all
capacities to the Company for the 2001 and 2000 fiscal years of those persons
(the "named executive officers") who were the (i) Chief Executive Officer and
(ii) two most highly-compensated executive officers of the Company at the fiscal
year ended December 31, 2001.
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------ ------------------------
NUMBER OF
RESTRICTED SECURITIES
ALL OTHER STOCK UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS COMPENSATION(1) AWARDS OPTIONS
- --------------------------- ---- ---------- ----- --------------- ------ -------
Steven C. Francis.......... 2001 $410,577 $300,000 $6,514 -- --
President and Chief 2000 304,875 200,000 1,950 -- 746,493
Executive Officer
Susan R. Nowakowski........ 2001 292,308 91,000 $6,485 -- --
Executive Vice President 2000 181,496 67,412 1,950 -- 321,451
Chief Operating Officer
and Secretary
Donald R. Myll(2).......... 2001 135,573 -- -- -- 458,804
Chief Financial Officer
and Treasurer
- ------------------------
(1) Amounts consist of employer matching contributions to our 401(k) plan.
(2) Mr. Myll's salary has been prorated to reflect his employment with the
Company since May 2001.
6
OPTION/SAR GRANTS IN 2001
The following were the only stock option awards that we granted to
directors or named executive officers in 2001. We have never issued any stock
appreciation rights.
INDIVIDUAL GRANTS
--------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
OPTION TERM(2)
NUMBER OF PERCENTAGE OF -----------------------
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES EXERCISE PRICE
NAME GRANTED IN 2001 (PER SHARE)(1) EXPIRATION DATE 5% 10%
- ---- ------- ------- -------------- --------------- ---------- ----------
Donald R. Myll... 458,804 72.5% $ 9.09 July 24, 2011 $2,766,675 $6,823,944
- ------------------------
(1) The exercise price for each option was equal to the fair market value
of our Common Stock as determined by our Board of Directors on the date
of grant. In determining the fair market value of the Common Stock on
the date of grant, our Board of Directors considered many factors
including:
o the fact that option grants involved illiquid securities in a
non-reporting company;
o the fact that the securities underlying the option grants
represented a minority interest in the Common Stock;
o our performance and operating results at the time of grant;
and
o our stage of development and business strategy.
(2) These amounts represent hypothetical gains that could be achieved for
the respective options if exercised at the end of the option term.
These gains are based on assumed rates of stock price appreciation of
5.0% and 10.0% compounded annually from the date the options were
granted to the expiration date. These assumptions are not intended to
forecast future appreciation of our stock price. The potential
realizable value computation does not take into account federal or
state income tax consequences of option exercises or sales of
appreciated stock.
AGGREGATED OPTION EXERCISES IN 2001 AND YEAR-END OPTION VALUES
The following table sets forth information concerning options that our
named executive officers exercised during 2001 and the number of shares subject
to both exercisable and unexercisable stock options as of December 31, 2001. The
table also reports values for "in-the-money" options that represent the positive
spread between the exercise prices of such options and $27.40 per share, the
closing sale price of the Common Stock on the New York Stock Exchange on
December 31, 2001.
NUMBER OF SECURITIES
NUMBER UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OF SHARES OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
ACQUIRED 2001 DECEMBER 31, 2001
ON VALUE -----------------------------------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
Steven C. Francis....... -- -- -- 2,766,449 -- $63,138,297
Susan R. Nowakowski..... -- -- -- 660,801 -- 15,250,901
Donald R. Myll.......... -- -- -- 458,804 -- 8,400,701
7
MANAGEMENT COMPENSATION INCENTIVE PLANS
Our Senior Management Bonus Plan provides incentives and rewards to
some of our senior members of management for achievement of annual financial
goals. The bonus plan is administered by our Compensation Committee. The Board
of Directors may resolve to administer the plan, thereby assuming all the
functions of the Compensation Committee under the plan. Under the bonus plan,
subject to our Board of Directors approval, the Compensation Committee
designates for each "performance period" (which is the period during which
performance is measured to determine the level of attainment of an award) which
participants are eligible for an award, the performance criteria for the
performance period and the maximum award. This information is communicated to
each participant prior to or during the performance period. The performance
criteria for 2002 has been established in a Senior Management Bonus Plan for
2002 and the bonuses under our bonus plan are earned based upon a
pre-established level of EBITDA (as defined in the bonus plan for 2002) achieved
during the year, and are calculated for each participating member of senior
management based upon a specific percentage of the individual's salary at
targeted levels of EBITDA achievement. The Board of Directors has the power to
amend the plan at any time and may amend any outstanding award granted under the
plan, subject to grantee consent in appropriate instances. Adopting and
maintaining this bonus plan does not preclude the Board of Directors from making
compensation or award arrangements outside of the plan.
EMPLOYMENT AND SEVERANCE AGREEMENTS
We are party to an employment agreement with Steven C. Francis which
provides that Mr. Francis will serve as our President and Chief Executive
Officer and as a member of our Board of Directors until December 31, 2003 (and
thereafter automatically for additional one-year periods unless either party
gives prior written notice of its intent to terminate the agreement) or until we
terminate his employment or he resigns, if earlier. The agreement provides that
Mr. Francis will receive a base salary of $300,000 per year (increased annually
at the discretion of our Board of Directors), an annual bonus opportunity
subject to meeting certain performance based criteria, participation in our
stock option plans, eligibility in our employee benefit plans and other benefits
provided in the same manner and to the same extent as to our other senior
management.
Mr. Francis's employment agreement provides that he will receive
severance benefits if we voluntarily terminate his employment for any reason
other than "cause" (as defined in the agreement), in the event of his disability
or death or if he terminates his employment for "good reason" (as defined in the
agreement). In the event of such termination, Mr. Francis or his estate, as
applicable, will be entitled to any earned but unpaid base salary, an immediate
lump sum severance payment of two years of base salary, plus his bonus for the
year of termination. In addition, Mr. Francis has the right to resign for any
reason or no reason within 90 days following a "change of control" (as defined
in the agreement) and have such resignation be treated as "good reason."
Under some circumstances, amounts payable under Mr. Francis's
employment agreement are subject to a full "gross-up" payment to make Mr.
Francis whole in the event that he is deemed to have received "excess parachute
payments" under Section 280G and 4999 of the Internal Revenue Code.
8
Mr. Francis's employment agreement also contains a confidentiality
agreement and a covenant not to compete or solicit during its term and for a
period of two years thereafter.
We also entered into executive severance agreements with two of our
executive officers, Susan R. Nowakowski and Donald R. Myll, in November 1999 and
May 2001, respectively. These executives' severance agreements provide that they
will receive severance benefits if their at-will employment is terminated by us
without cause (as defined in the agreements). Such benefits include cash
payments over a 12-month period equal to their annual salary plus reimbursement
for the COBRA costs for their health insurance for that 12-month period (or
until the executive becomes eligible for comparable coverage under another
employer's health plans, if earlier). Each executive severance agreement
contains a requirement that the executive execute our standard covenant not to
compete or solicit and general release of all claims form as a condition to
receiving the severance payments.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board, which took action by unanimous
written consent three times last year, reviews and approves the compensation of
our officers and management personnel and administers our employee benefit
plans.
POLICY AND PERFORMANCE MEASURES
As indicated above, the key elements of the compensation payable to our
principal executives other than our Chief Executive Officer are base salary,
bonuses as determined under our Senior Management Bonus Plan, standard employee
benefits and long-term incentives in the form of incentive and
non-incentive-based stock options. In general, significant portions of total
compensation are performance based.
Adjustment of base salaries involves consideration of competitive data,
assessment of performance, position tenure and internal comparability. The base
salaries of the executives are considered to be average by industry standards
and are adjusted modestly, the primary focus being on total compensation.
Executives are eligible to receive annual cash bonuses based on a review of the
Company's overall profitability and such executives' performance during the year
for which such a bonus is payable.
CHIEF EXECUTIVE OFFICER COMPENSATION AND POLICY AND PERFORMANCE MEASURES
We are party to an employment agreement with Steven C. Francis which
provides that Mr. Francis will serve as our President and Chief Executive
Officer and as a member of our Board of Directors, with automatic one-year
extensions. The agreement provides for a base salary of $300,000 (increased
annually at the discretion of our Board of Directors), as well as a
discretionary bonus subject to certain performance based criteria. Mr. Francis
also participates in our stock option plans and is eligible to participate in
our employee benefit plans, as well as other benefits provided in the same
manner and to the same extent as to our other senior management. See "Employment
and Severance Agreements." The Board of Directors approved and ratified the
compensation paid to Mr. Francis for 2001 based on Mr. Francis' status as a
co-founder of the Company, his business experience and his responsibilities to,
among other things, guide the Company's daily affairs and the Company's
long-term strategic plan. The Compensation Committee believes that Mr. Francis'
compensation in 2001 was comparable to compensation packages of chief executive
officers of other companies similar to the Company.
9
COMPENSATION COMMITTEE MEMBERS
------------------------------
Michael R. Gallagher
William F. Miller III
REPORT OF THE AUDIT COMMITTEE
Management is responsible for the Company's financial reporting
process, including its system of internal controls, and for the preparation of
consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America. KPMG is responsible for
expressing an opinion on the conformity of the Company's audited financial
statements with accounting principles generally accepted in the United States of
America. The Audit Committee's responsibility is to monitor and review these
processes. The Audit Committee members are not employees of the Company, and are
not professional accountants or auditors. The Audit Committee's primary purpose
is to assist the Board of Directors to fulfill its oversight responsibilities by
reviewing the financial information provided to shareholders and others, the
systems of internal controls which management has established to preserve the
Company's assets and the audit process. It is not the Audit Committee's duty or
responsibility to conduct auditing or accounting reviews or procedures or to
determine that the Company's financial statements are complete and accurate and
in accordance with accounting principles generally accepted in the United States
of America. In giving the Audit Committee's recommendation to the Board of
Directors, they have relied on management's representations that the financial
statements have been prepared with integrity and objectivity and in conformity
with accounting principles generally accepted in the United States of America
and on the representations of the independent auditors included in their report
on the Company's financial statements.
The Audit Committee recommends to the Board of Directors, subject to
stockholder ratification, the selection of the Company's independent auditors.
The members of the Audit Committee are independent as defined by the rules of
the New York Stock Exchange, Inc.
In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited financial statements. The
Audit Committee has discussed with KPMG the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees). In
addition, the Audit Committee has received from the independent auditors the
written disclosures required by Independence Standards Board No. 1 (Independence
Discussions with Audit Committees) and discussed with KPMG the firm's
independence from the Company and its management. The Audit Committee also
considered whether KPMG's provision of non-audit services to the Company is
compatible with KPMG's independence. KPMG advised the Audit Committee that KPMG
was and continues to be independent accountants with respect to the Company.
The Audit Committee discussed with KPMG the overall scope and plans for
their audits. The Audit Committee has met with KPMG, with and without management
present, to discuss the results of their examinations, the evaluations of the
Company's internal controls and the overall quality of the Company's financial
reporting.
Based upon the Audit Committee's discussions with management, KPMG and
the Audit Committee's review of the representations of management and the report
of KPMG to the Audit Committee, the Audit Committee recommended that the Board
include the audited financial
10
statements in the Company's Annual Report on Form 10-K for the year ended
December 31, 2001 filed with the SEC.
AUDIT COMMITTEE MEMBERS
-----------------------
Michael R. Gallagher
William F. Miller III
Andrew M. Stern
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH THE HWP STOCKHOLDERS
AMN Acquisition Corp. was formerly our controlling stockholder and was
owned by certain affiliates of Haas Wheat & Partners, L.P. ("HWP stockholders").
Robert B. Haas and Douglas D. Wheat, two of our directors, are affiliates of the
HWP stockholders and have indirect equity interests in the HWP stockholders.
During 2001, we paid an affiliate of the HWP stockholders a fee for
management advisory services provided to us in the amount of $112,500. At the
completion of our IPO, we paid fees (and associated expenses) to an affiliate of
the HWP stockholders of $2.06 million and the agreement governing these fees was
terminated.
TRANSACTIONS WITH DIRECTORS
Prior to the consummation of the IPO, William F. Miller III was paid an
annual fee of $25,000 to serve as a director (in addition to the regular annual
remuneration described in the section entitled "Compensation of Non-Employee
Directors").
We secured services from certain advertising agencies in which Steven
C. Francis currently holds a 30% interest. We incurred expenses of $39,000 in
2001 related to the services provided by these advertising agencies.
11
PROPOSAL 2:
RATIFICATION OF THE SELECTION OF
INDEPENDENT AUDITORS
On January 21, 2002, upon the recommendation of our Audit Committee,
our Board of Directors selected KPMG to serve as the independent auditors of the
Company for the fiscal year ending December 31, 2002. The Board of Directors
proposes and recommends that the stockholders ratify this selection. KPMG has
served as the Company's independent auditors since February 28, 2000. Prior to
that time, Deloitte & Touche LLP ("Deloitte") acted as the independent auditors
for the Company.
Representatives of KPMG are expected to be present at the Annual
Meeting and will be available to respond to questions.
In February 2000, in connection with our recapitalization, our Board of
Directors elected to change our independent auditors from Deloitte to KPMG for
the fiscal year ended December 31, 1999. In connection with Deloitte's audit of
the financial statements for the year ended December 31, 1998, there were no
disagreements with Deloitte on any matters of accounting principles or
practices, financial statement disclosures or auditing scope or procedures, nor
any reportable events. Deloitte's report on our financial statements for the
year ended December 31, 1998 contained no adverse opinions or disclaimers of
opinion and was not modified or qualified as to uncertainty, audit scope or
accounting principles. Prior to retaining KPMG, we did not consult with KPMG
regarding the application of accounting principles to a specified transaction or
the type of audit opinion that might be rendered on our financial statements.
VOTE REQUIRED
The vote required for the ratification of the selection of KPMG is the
affirmative vote of a majority of the voting power present (in person or by
proxy) and entitled to vote on such ratification, provided that a quorum is
present at the Annual Meeting. An abstention from voting on the proposal will
have the effect of a "no" vote. Broker non-votes are considered not cast and
therefore will not affect the outcome of the vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE SELECTION OF KPMG AS THE COMPANY'S INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
12
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record
Date regarding (i) each person known by the Company to be the beneficial owner
of more than 5% of the outstanding shares of Common Stock, (ii) each director of
the Company, (iii) the named executive officers and (iv) all executive officers
and directors as a group. Except as otherwise indicated, each person has sole
voting and dispositive power with respect to such shares.
Robert B. Haas, our Chairman of the Board, and the HWP stockholders
beneficially own shares representing approximately 62.5% of the voting power of
the Common Stock and have informed the Company that they intend to cause all
such shares to be voted in favor of Proposals 1 and 2 listed in the accompanying
Notice of Meeting. See the table and footnote (1) below for a description of the
group comprised of the HWP stockholders and other persons and entities
affiliated with them.
Beneficial ownership includes shares for which a person, directly or
indirectly, has or shares voting or investment power, or both, and also includes
options and warrants which are exercisable within sixty days of the Record Date.
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED OF CLASS
- ---- ------------------ --------
Robert B. Haas (1)..................................... 26,427,048 62.5%
HWH Capital Partners, L.P.............................. 12,286,696 29.1%
HWH Nightingale Partners, L.P.......................... 9,418,313 22.3%
HWP Nightingale Partners II, L.P....................... 3,395,621 8.0%
HWP Capital Partners II, L.P........................... 1,326,418 3.1%
BancAmerica Capital Investors SBIC I, L.P., BancAmerica
Capital Management SBIC I, LLC, BancAmerica Capital
Management I, L.P., BACM I GP, LLC and Walter W.
Walker, Jr.(2).................................... 2,885,403 6.8%
Steven C. Francis(3)................................... 2,411,132 5.5%
William F. Miller III (4).............................. 262,897 *
Douglas D. Wheat(5).................................... -- --
Michael R. Gallagher (6)............................... -- --
Andrew M. Stern (7).................................... -- --
Susan R. Nowakowski (8)................................ 300,839 *
Donald R. Myll (9)..................................... 117,801 *
All directors, director nominees and executive officers
as a group (10)................................... 29,519,717 67.2%
==============================================================================================
* Less than 1%
(1) Represents shares held by the following entities:
o 12,286,696 shares held by HWH Capital Partners, L.P.
o 9,418,313 shares held by HWH Nightingale Partners, L.P.
o 3,395,621 shares held by HWP Nightingale Partners II, L.P.
o 1,326,418 shares held by HWP Capital Partners II, L.P.
The ultimate general partner of each of these limited partnerships is
either a limited liability company or a corporation, in each case
controlled by Mr. Haas. By virtue of his control over each such limited
liability company and corporation, Mr. Haas has sole voting and
dispositive power over these 26,427,048 shares. The
13
address of each of the limited partnerships listed above is c/o Haas
Wheat & Partners, L.P., 300 Crescent Court, Suite 1700, Dallas, Texas
75201.
(2) BancAmerica Capital Investors SBIC I, L.P., a Delaware limited
partnership ("BACI"), BancAmerica Capital Management SBIC I, LLC, a
Delaware limited liability company ("Capital Management SBIC"),
BancAmerica Capital Management I, L.P., a Delaware limited partnership
("BA Capital Management"), BACM I GP, LLC, a Delaware limited liability
company ("BACM"), and Walter W. Walker, Jr. ("Mr. Walker") comprise a
group under Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). BACI directly holds 2,885,403 shares.
Capital Management SBIC is the general partner of BACI. BA Capital
Management is the sole member of Capital Management SBIC. BACM is the
general partner of BA Capital Management. Mr. Walker, an employee of a
subsidiary of Bank of America Corporation ("Bank of America"), is the
managing member of BACM. As a result of these relationships, each of
Capital Management SBIC, BA Capital Management, BACM and Mr. Walker may
be deemed to have sole voting and dispositive power over the securities
of the Company held by BACI. Mr. Walker disclaims beneficial ownership
of such shares. If Mr. Walker's employment with Bank of America's
subsidiaries is terminated, Mr. Walker will cease to be the managing
member of BACM. As the holder of a majority in interest in BACM, Bank
of America has the right to approve any replacement managing member of
BACM. Bank of America does not have any rights with respect to voting
or disposition of the securities of the Company owned by BACI. This
information is derived from the joint Schedule 13G of BACI, Capital
Management SBIC, BA Capital Management, BACM and Mr. Walker, as
amended, filed with the SEC on February 7, 2002. The address of all of
the parties listed above is NC1-007-25-01, 100 North Tryon Street, 25th
Floor, Charlotte, North Carolina 28255.
(3) Includes 1,214,422 shares owned by the Francis Family Trust dated May
24, 1996. Mr. Francis and his wife Gayle Francis are each Trustees of
such trust. As a result, he has investment power over these shares and
is therefore deemed to have beneficial ownership of these shares. Also
includes 1,196,610 shares of Common Stock deemed to be beneficially
owned by reason of the right to acquire such shares within 60 days of
the Record Date.
(4) Mr. Miller's address is c/o Health Management Systems, Inc., 2100
McKinney, Suite 1801, Dallas, Texas 75201.
(5) Mr. Wheat's address is c/o Haas Wheat Partners, L.P., 300 Crescent
Court, Suite 1700, Dallas, Texas 75201.
(6) Mr. Gallagher's address is c/o Playtex Products, Inc., 300 Nyala Farms
Road, Westport, Connecticut 06880.
(7) Mr. Stern's address is c/o Sunwest Communications, Inc., 5956 Sherry
Lane, Dallas, Texas 75225.
(8) Includes 300,539 shares of Common Stock deemed to be beneficially owned
by reason of the right to acquire such shares within 60 days of the
Record Date.
(9) Includes 114,701 shares of Common Stock deemed to be beneficially owned
by reason of the right to acquire such shares within 60 days of the
Record Date.
(10) The percentage of outstanding shares owned includes 26,427,048 shares
owned by the HWP stockholders, 1,214,422 shares owned by the Francis
Family Trust dated May 24, 1996 and 1,611,850 shares of Common Stock
deemed to be beneficially owned by executive officers of the Company by
reason of their right to acquire such shares within 60 days of the
Record Date.
14
COMPARATIVE STOCK PERFORMANCE GRAPHS
The graph below compares the total stockholder return on our Common
Stock with the total stockholder return of (i) the New York Stock Exchange
("NYSE") Market Index and (ii) the Dow Jones Group-Index of Health-Care
Providers ("HEA"), assuming an investment of $100 on November 13, 2001 (the
first day of trading in our Common Stock on the NYSE) in our Common Stock, the
stocks comprising the HEA and the stocks comprising the NYSE Market Index.
[GRAPHIC OMITTED - COMPARATIVE STOCK PERFORMANCE GRAPHS]
MEASUREMENT DATE AMN HEA NYSE MARKET INDEX
- ---------------- --- --- -----------------
November 13, 2001 $ 100 $ 100 $ 100
November 30, 2001 120 105 106
December 31, 2001 127 106 108
January 31, 2002 108 109 106
February 28, 2002 121 105 106
March 31, 2002 124 117 110
15
OTHER MATTERS
EXPENSES OF SOLICITATION
This solicitation is being made by the Board of Directors. The cost of
soliciting proxies, including the preparation, assembling and mailing of the
Notice of Annual Meeting, proxy statement, form of proxy and other soliciting
material, as well as the cost of forwarding such material to the beneficial
owners of the shares of record, will be borne by the Company. Directors,
officers and employees of the Company may also solicit proxies, by further
mailings, personal conversations or by telephone but such individuals will not
receive any additional compensation for these actions. The Company may reimburse
brokers and others holding shares in their names or in the names of nominees for
their reasonable out-of-pocket expenses incurred in sending the proxy materials
to principals and beneficial owners. The Company may also use the services of
paid solicitors.
STOCKHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
From time to time, stockholders present proposals, which may be proper
subject for inclusion in the proxy statement and for consideration at the next
Annual Meeting. To be considered, proposals must be submitted on a timely basis.
Proposals for the Annual Meeting of Stockholders to be held next year must be
received by the Company no sooner than December 11, 2002 and no later than
February 19, 2003 and must otherwise comply with Rule 14a-8 under the Exchange
Act.
INDEPENDENT AUDITOR FEES
During 2001, in addition to retaining KPMG to audit the consolidated
financial statements for 2001, we retained KPMG to provide consulting and
non-audit related services, including due diligence on acquisitions, tax
consultation, tax return preparation and services related to our IPO. The
aggregate fees billed by KPMG in 2001 for these professional services were:
AUDIT FEES: $170,000 for services rendered for the annual audit of our
consolidated financial statements for 2001; and
ALL OTHER FEES: $2,233,000 for all other services, consisting primarily
of services related to IPO and tax related services.
ANNUAL REPORT
Stockholders will receive with this proxy statement a copy of the
Company's Annual Report and Form 10-K, including the financial statements and
the financial statement schedules as filed with the SEC for the fiscal year
ended December 31, 2001. Stockholders wishing to receive additional copies may
request so in writing at the following address:
AMN Healthcare Services, Inc.
Attention: Denise L. Jackson, Esq.
General Counsel
12235 El Camino Real, Suite 200
San Diego, California 92130
16
OTHER BUSINESS
As of the date of this proxy statement, the Board of Directors is not
aware of any matters that will be presented for action at the Annual Meeting
other than those described in this proxy statement. Should other business be
properly brought before the Annual Meeting, it is intended that the accompanying
proxy will be voted thereon in the discretion of the persons named as proxies.
17
EXHIBIT A
---------
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF AMN
HEALTHCARE SERVICES, INC.
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing (i) the
financial reports and other financial information provided by AMN Healthcare
Services, Inc. (the "Company") to shareholders, the public and others, (ii) the
systems of internal controls regarding finance, accounting, legal compliance and
ethical behavior that management and the Board of Directors have established and
(iii) the Company's auditing, accounting and financial reporting processes
generally. Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Company's
policies, procedures and practices at all levels.
In meeting its responsibilities, the Audit Committee is expected to:
o Serve as an independent and objective party to review the
Company's financial reporting process and internal control system.
o Review and appraise the audit activities of the Company's
outside auditors and review internal financial controls.
o Provide an open avenue of communication among the outside
auditors, financial and senior management, the internal auditors,
if any, and the Board of Directors.
Without limiting the foregoing, and in recognition of the fact that the
Company's outside auditors are ultimately accountable to the Board of Directors
and the Audit Committee, the Board of Directors and the Audit Committee have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditors (or to nominate the outside auditors
for shareholder approval).
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
II. ORGANIZATION
The Audit Committee shall be comprised of three or more directors as
determined by the Board of Directors, each of whom shall be independent of the
management, and free from any relationship that, in the opinion of the Board of
Directors, would interfere with the exercise of the director's independence from
the management and the Company. Each member of the Audit Committee shall meet
the further restrictions set forth on Annex I.
All members of the Audit Committee shall have a working familiarity
with basic finance and accounting practices, and at least one member of the
Audit Committee shall have accounting or related financial management expertise.
The members of the Audit Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board of Directors and the
members of the Audit Committee shall serve until their successors shall be duly
elected and qualified. The Chair of the Audit Committee may be designated by the
full Board of Directors or, if it does not do so, the members of the Audit
Committee may elect a Chair by vote of a majority of the full Audit Committee
membership.
III. MEETINGS
The Audit Committee shall meet at least four times per year on a
quarterly basis, or more frequently as circumstances require. The Audit
Committee may require members of management or others to attend meetings and to
provide pertinent information as necessary. As part of its job to foster open
communication, the Audit Committee shall meet at least quarterly with the Chief
Financial Officer and at least annually with the Company's outside auditors in
separate executive sessions to discuss any matters that the Audit Committee or
each of these groups believe should be discussed privately. In addition, the
Audit Committee as a whole or its Chair individually shall meet with management
and the outside auditors each quarter to review the Company's financial
statements (consistent with IV.3 below).
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Audit Committee shall:
1. Review the Company's annual financial statements and any financial
reports or other financial information submitted to shareholders, any
governmental body, any stock exchange or the public, including any
certification, report, opinion or review rendered by the outside
auditors.
2. Review any regular internal reports to management prepared by the
internal auditing department and management's response to these
reports.
3. Review with financial management and the Company's outside auditors all
financial statements and related disclosure documents, including Form
10-K and Form 10-Q, prior to the filing of such reports with the
Securities and Exchange Commission and, if feasible, prior to any
public announcement of financial results for the periods covered
thereby. The Chair of the Audit Committee may represent the entire
Audit Committee for purposes of this review.
4. Review and reassess the adequacy of the Audit Committee's Charter
annually and recommend to the Board of Directors any changes deemed
appropriate by the Audit Committee. The Chair of the Audit Committee
may represent the entire Audit Committee for purposes of this review.
5. Prepare any reports of the Audit Committee required by applicable
securities laws or stock exchange listing requirements or rules to be
included in any proxy statements, information statements or other
documents.
6. Review the performance of the outside auditors and make recommendations
to the Board of Directors regarding the appointment or replacement of
the outside auditors.
7. On an annual basis, review and discuss with the outside auditors all
relationships the outside auditors have with the Company to determine
the outside auditors' continued independence. In connection with the
foregoing, the Audit Committee shall ensure that the outside auditors
submit to the Audit Committee on an annual basis a written statement
delineating all such relationships, shall discuss with the outside
auditors any disclosed relationship or services that may impact the
objectivity and independence of the outside auditors and shall
recommend that the Board of Directors take appropriate action in
response to the written statement to satisfy itself of the outside
auditors' independence.
2
8. Periodically consult with the outside auditors without management being
present about the completeness and accuracy of the Company's financial
statements.
9. Periodically discuss with the outside auditors their judgments about
the quality and appropriateness, as opposed to the acceptability, of
the Company's accounting principles and financial disclosure practices
as applied in its financial reporting.
10. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the
outside auditors, management or the internal auditing department.
11. In consultation with the outside auditors and senior management, review
the integrity of the Company's financial reporting processes, both
internal and external.
12. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the outside auditors and the internal
auditors, if any, regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to the appropriateness of such judgments.
13. Following completion of the annual audit, review separately with each
of management, the outside auditors and the internal auditing
department, if any, any significant difficulties encountered during the
course of the audit, including any restrictions on the scope of work or
access to required information.
14. Review any significant disagreement between management and the outside
auditors or the internal auditing department, if any, in connection
with the preparation of the financial statements.
15. Review with the outside auditors, management and the internal auditing
department, if any, the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee,
have been implemented. (The review should be conducted at an
appropriate time subsequent to implementation of changes or
improvements, as determined by the Audit Committee.)
16. Review management's procedures for ensuring that Company's financial
statements, reports and other financial information disseminated to
shareholders, any governmental body, any stock exchange and the public
satisfy applicable legal and regulatory requirements.
17. Review the activities, organizational structure and qualifications of
any internal audit department.
18. Review, with the Company's counsel, legal compliance matters including
corporate securities trading policies.
19. Review, with the Company's counsel, any legal matter that could have a
significant impact on the Company's financial statements.
20. Perform any other activities consistent with this Charter, the
Company's By-laws and governing law, as the Audit Committee or the
Board of Directors deems necessary or appropriate.
3
ANNEX I
Further restrictions:
(a) EMPLOYEES. A director who is an employee (including
non-employee executive officers) of the Company or any of its affiliates may not
serve on the Audit Committee until three years following the termination of his
or her employment. In the event the employment relationship is with a former
parent or predecessor of the Company, the director may serve on the Audit
Committee after three years following the termination of the relationship
between the Company and the former parent or predecessor.
(b) BUSINESS RELATIONSHIP. A director (i) who is a partner,
controlling shareholder or executive officer of an organization that has a
business relationship with the Company or (ii) who has a direct business
relationship with the Company (E.G., a consultant) may serve on the Audit
Committee only if the Company's Board of Directors determines in its business
judgment that the relationship does not interfere with the director's exercise
of independent judgment. In making a determination regarding the independence of
a director pursuant to this paragraph, the Board of Directors should consider,
among other things, the materiality of the relationship to the Company, to the
director, and, if applicable, to the organization with which the director is
affiliated.
"Business relationships" can include commercial, industrial, banking,
consulting, legal, accounting and other relationships. A director can have this
relationship directly with the Company, or the director can be a partner,
officer or employee of an organization that has such a relationship. The
director may serve on the Audit Committee without the above-referenced Board of
Directors' determination after three years following the termination of, as
applicable, either (1) the relationship between the organization with which the
director is affiliated and the Company, (2) the relationship between the
director and his or her partnership status, shareholder interest or executive
officer position or (3) the direct business relationship between the director
and the Company.
(c) CROSS COMPENSATION COMMITTEE LINK. A director who is employed
as an executive of another corporation where any of the Company's executives
serves on that corporation's compensation committee may not serve on the Audit
Committee.
(d) IMMEDIATE FAMILY. A director who is an Immediate Family member
of an individual who is an executive officer of the Company or any of its
affiliates cannot serve on the Audit Committee until three years following the
termination of such employment relationship. See para. 303.02 of the NYSE Listed
Company Manual for the definition of "Immediate Family."
PROXY
AMN HEALTHCARE SERVICES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS
MAY 31, 2002
The undersigned, revoking all previous proxies, hereby appoints Robert
B. Haas, Steven C. Francis and William F. Miller III, or any of them, as
attorneys and proxies with full power of substitution and resubstitution to
represent the undersigned and to vote all shares of Common Stock of AMN
Healthcare Services, Inc. (the "Company") which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Company to be held on May 31,
2002 at 8:30 a.m. at the San Diego Marriott Del Mar, 11966 El Camino Real, San
Diego, California, or at any adjournment or adjournments thereof, with all
powers which the undersigned would possess if personally present.
1. Election of six directors to hold office until the next Annual
Meeting of Stockholders or until their successors are duly elected and
qualified:
FOR AGAINST WITHHOLD AUTHORITY
--------------- --------------- ------------------
Robert B. Haas _______________ _______________ _______________
Steven C. Francis _______________ _______________ _______________
Michael R. Gallagher _______________ _______________ _______________
William F. Miller III _______________ _______________ _______________
Andrew M. Stern _______________ _______________ _______________
Douglas D. Wheat _______________ _______________ _______________
2. Ratification of the selection of KPMG LLP as the Company's
independent auditors for the fiscal year ending December 31, 2002.
FOR AGAINST ABSTAIN
--------------- --------------- ------------------
_______________ _______________ _______________
3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Annual Meeting or any
adjournment or adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR each of the six (6) nominees to the Board of Directors and FOR the
ratification of KPMG LLP as the Company's independent auditors for the fiscal
year ending December 31, 2002.
Please sign exactly as your name appears on the mailing label. When
joint tenants hold shares, both must sign. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title as such. If a
corporation, please sign in the corporate name by the president or another
authorized officer. If a partnership, please sign in the partnership name by an
authorized person.
Dated:____________________________________, 2002
Signature_______________________________________
Signature, if held jointly______________________
Title, if signing as attorney, executor,
administrator, trustee or guardian______________
________________________________________________
________________________________________________
Name (Print)
Number of shares of Common Stock owned
________________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY BY USING THE ENCLOSED ENVELOPE
2