false 0001142750 0001142750 2024-04-19 2024-04-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares







Date of report (Date of earliest event reported): April 19, 2024


(Exact name of registrant as specified in its charter)
Delaware 001-16753 06-1500476
(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer
Identification No.)

2999 Olympus Boulevard, Suite 500

Dallas, Texas 75019

(Address of principal executive offices) (Zip Code)
(866) 871-8519
(Registrant’s Telephone Number, Including Area Code)
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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act  (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   AMN   NYSE

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.


At the Annual Meeting of Shareholders (the “Annual Meeting”) of AMN Healthcare Services, Inc. (the “Company”) held on April 19, 2024, the Company’s shareholders voted on four proposals as set forth below, each of which is described in greater detail in the Company’s proxy statement filed on March 5, 2024 for the Annual Meeting (the “Proxy Statement”). The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.


1.The individuals listed below were elected at the Annual Meeting by the vote set forth in the table immediately below to serve as directors of the Company until the next annual meeting of shareholders or until each of their respective successors have been duly elected and qualified:


  Directors   For   Against   Abstain   Broker Non-Votes  
  Jorge A. Caballero   33,132,881   115,452   28,411   1,640,788  
  Mark G. Foletta   32,655,546   593,946   27,252   1,640,788  
  Teri G. Fontenot   33,177,889   70,207   28,648   1,640,788  
  Cary S. Grace   32,705,987   539,333   31,424   1,640,788  
  R. Jeffrey Harris   32,440,818   808,275   27,651   1,640,788  
  Daphne E. Jones   33,153,836   95,103   27,805   1,640,788  
  Sylvia D. Trent-Adams   33,089,341   158,618   28,785   1,640,788  
  Douglas D. Wheat   31,796,367   1,453,289   27,088   1,640,788  


2.The approval, on an advisory basis, of the compensation awarded to the Company’s named executive officers, as described in the Proxy Statement. This proposal was approved as set forth immediately below:


  For   Against   Abstain   Broker Non-Votes  
  31,193,222   2,035,138   48,384   1,640,788  


3.The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. This proposal was approved as set forth immediately below:


  For   Against   Abstain   Broker Non-Votes  
  34,172,443   723,487   21,602   -  


4.The approval of a proposed amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law.


  For   Against   Abstain   Broker Non-Votes  
  27,966,054   5,264,936   45,754   1,640,788  








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 22, 2024

By: /s/ Cary Grace  

Cary Grace

  Title:  Chief Executive Officer