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Date of report (Date of earliest event reported): May 17, 2023


(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.)

8840 Cypress Waters Boulevard, Suite 300

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 May 17, 2023, 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 April 4, 2023 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:


Director For Against Abstain Broker Non-Votes
Jorge A. Cabellero 33,688,911 186,287 42,484 2,520,603
Mark G. Foletta 33,356,394 538,448 22,840 2,520,603
Teri G. Fontenot 33,721,197 173,613 22,872 2,520,603
Cary S. Grace 33,581,356 313,064 23,262 2,520,603
R. Jeffrey Harris 32,869,259 1,024,231 24,192 2,520,603
Daphne E. Jones 33,754,415 139,451 23,816 2,520,603
Martha H. Marsh 33,099,092 794,889 23,701 2,520,603
Sylvia D. Trent-Adams 33,766,497 127,476 23,709 2,520,603
Douglas D. Wheat 32,095,495 1,750,675 71,512 2,520,603


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
31,076,423 2,612,615 228,644 2,520,603


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, 2023. This proposal was approved as set forth immediately below:


For Against Abstain Broker Non-Votes
35,542,955 870,299 25,031


4.The shareholder proposal entitled “Reform the Current Impossible Special Shareholder Meeting Requirements,” was not approved in accordance with the vote set forth immediately below:


For Against Abstain Broker Non-Votes
2,635,719 31,221,675 60,288 2,520,603








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 19, 2023

By: /s/ Cary Grace  

Cary Grace

    Chief Executive Officer