UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of AMN Healthcare Services, Inc. (the “Company”) previously approved, subject to shareholder approval, the AMN Healthcare 2025 Equity Plan (the “Plan”). The Company’s shareholders approved the Plan at the Annual Meeting of Shareholders of the Company held on May 2, 2025 (the “Annual Meeting”). A description of the material terms of the Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on March 18, 2025 (the “Proxy Statement”).
The description of the Plan is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on May 2, 2025, the Company’s shareholders voted on five proposals as set forth below, each of which is described in greater detail in 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 their respective successors have been duly elected and qualified: |
| Directors | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Jorge A. Caballero | 29,632,488 | 167,144 | 16,569 | 2,460,064 | ||||||||||||
| Mark G. Foletta | 28,748,788 | 1,052,686 | 14,727 | 2,460,064 | ||||||||||||
| Teri G. Fontenot | 29,643,973 | 157,810 | 14,418 | 2,460,064 | ||||||||||||
| Cary S. Grace | 29,642,724 | 162,073 | 11,404 | 2,460,064 | ||||||||||||
| R. Jeffrey Harris | 28,856,648 | 944,645 | 14,908 | 2,460,064 | ||||||||||||
| James H. Hinton | 29,547,316 | 253,994 | 14,891 | 2,460,064 | ||||||||||||
| Celia P. Huber | 29,646,495 | 155,576 | 14,130 | 2,460,064 | ||||||||||||
| Daphne E. Jones | 29,638,757 | 161,462 | 15,982 | 2,460,064 | ||||||||||||
| Sylvia D. Trent-Adams | 29,378,054 | 423,594 | 14,553 | 2,460,064 | ||||||||||||
| 2. | The approval, on an advisory basis, of the compensation paid 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 | |||||||||||
| 23,059,546 | 6,703,892 | 52,763 | 2,460,064 | |||||||||||
| 3. | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved as set forth immediately below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 31,606,644 | 656,046 | 13,575 | - | |||||||||||
| 4. | The approval of the AMN Healthcare 2025 Equity Plan. This proposal was approved as set forth immediately below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 28,953,916 | 849,838 | 12,447 | 2,460,064 | |||||||||||
| 5. | The shareholder proposal entitled “Special Shareholder Meeting Improvement.” This proposal was not approved as set forth immediately below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 1,976,787 | 27,818,286 | 21,128 | 2,460,064 | |||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | AMN Healthcare 2025 Equity Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 5, 2025 | By: | /s/ Cary Grace |
| Name: | Cary Grace | |
| Title: | Chief Executive Officer | |