AMN Healthcare Services Inc.

05/04/2026 | Press release | Distributed by Public on 05/04/2026 06:01

Proxy Results, Management Change/Compensation (Form 8-K)

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, Amendment No. 1 to the AMN Healthcare 2025 Equity Plan (the "Amendment"). The Company's shareholders approved the Amendment at the Annual Meeting of Shareholders of the Company held on May 1, 2026 (the "Annual Meeting"). A description of the material terms of the Amendment 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, 2026 (the "Proxy Statement").

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, 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 1, 2026, 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 29,074,412 751,635 13,369 4,410,527
Mark G. Foletta 28,893,557 931,182 14,677 4,410,527
Teri G. Fontenot 29,044,752 751,910 42,754 4,410,527
Cary S. Grace 29,368,298 429,669 41,449 4,410,527
James H. Hinton 29,157,914 667,924 13,578 4,410,527
Celia P. Huber 29,135,486 691,598 12,332 4,410,527
Daphne E. Jones 29,059,550 766,463 13,403 4,410,527
Eric P. Palmer 29,442,400 383,258 13,758 4,410,527
Sylvia D. Trent-Adams 27,703,487 2,121,512 14,417 4,410,527
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
22,728,186 7,071,111 40,119 4,410,527
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, 2026. This proposal was approved as set forth immediately below:
For Against Abstain Broker Non-Votes
33,170,877 1,064,827 14,239 -
4. The approval of Amendment No. 1 to the AMN Healthcare 2025 Equity Plan. This proposal was approved as set forth immediately below:
For Against Abstain Broker Non-Votes
28,909,689 895,750 33,977 4,410,527
5. The shareholder proposal entitled "Independent Board Chairman." This proposal was not approved as set forth immediately below:
For Against Abstain Broker Non-Votes
7,495,013 22,327,804 16,599 4,410,527
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