AMN HEALTHCARE SERVICES, INC. (NYSE:AMN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(a) The Board of Directors of AMN Healthcare Services, Inc. (the
Company) previously approved, subject to stockholder approval,
the AMN Healthcare 2017 Equity Plan (the Equity Plan). The
Companys stockholders approved the Equity Plan at the Annual
Meeting of Stockholders (the Annual Meeting). A more detailed
summary of the material terms of the Equity Plan appears on
pages54 61 of the Companys Definitive Proxy Statement on
Schedule14A, filed with the Securities and Exchange Commission on
March9, 2017 (the 2017 Proxy Statement). The foregoing
description of the Equity Plan is qualified in its entirety by
reference to the full text of the Equity Plan, which is filed as
Exhibit10.1 hereto, and incorporated herein by reference.
The Board of Directors of the Company previously approved,
subject to stockholder approval, the AMN Healthcare 2017 Senior
Executive Incentive Bonus Plan (the Bonus Plan). The Companys
stockholders approved the Bonus Plan at the Annual Meeting. A
more detailed summary of the material terms of the Bonus Plan
appears on pages51 53 of the 2017 Proxy Statement. The foregoing
description of the Bonus Plan is qualified in its entirety by
reference to the full text of the Bonus Plan, which is filed as
Exhibit10.2 hereto, and incorporated herein by reference.
Item5.07. Submission of Matters to a Vote of Security
Holders.
(a) On April19, 2017, AMN Healthcare Services, Inc. (the Company)
held its 2017 Annual Meeting of Stockholders (the Annual
Meeting).
(b) The following items of business were voted upon by the
Companys stockholders at the Annual Meeting:
| 1. |
Each of the Board of Directors nominees for director was elected to serve until the next Annual Meeting or until their successors are duly elected and qualified, by the vote set forth in the table immediately below: |
|
Director |
For |
Against |
Abstain |
BrokerNon-Votes |
||||||||||||
|
Mark G. Foletta |
40,266,138 | 265,752 | 15,998 | 4,365,906 | ||||||||||||
|
R. Jeffrey Harris |
39,663,505 | 869,167 | 15,216 | 4,365,906 | ||||||||||||
|
Michael M.E. Johns, M.D. |
39,844,115 | 689,410 | 14,363 | 4,365,906 | ||||||||||||
|
Martha H. Marsh |
39,750,208 | 782,785 | 14,895 | 4,365,906 | ||||||||||||
|
Susan R. Salka |
40,199,172 | 334,221 | 14,495 | 4,365,906 | ||||||||||||
|
Andrew M. Stern |
39,622,556 | 909,414 | 15,918 | 4,365,906 | ||||||||||||
|
Paul E. Weaver |
39,741,606 | 790,857 | 15,425 | 4,365,906 | ||||||||||||
|
Douglas D. Wheat |
39,797,846 | 734,485 | 15,557 | 4,365,906 |
| 2. |
The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the vote set forth in the table immediately below: |
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||
| 38,950,567 | 1,289,059 | 308,262 | 4,365,906 |
| 3. |
The frequency of an advisory vote on executive compensation, on an advisory (non-binding) basis, was recommended every one year, by the vote set forth in the table immediately below: |
|
1 Year |
2Years |
3 Years |
Abstain |
|||||||||
| 34,720,580 | 49,913 | 5,749,419 | 27,976 |
Based on the approval of one year as the frequency of an advisory
vote on the compensation of the Companys named executive
officers, the Board of Directors has determined that it will hold
an advisory vote on the compensation of the Companys named
executive officers annually until the next required vote on the
frequency of such an advisory vote.
| 4. |
The AMN Healthcare 2017 Senior Executive Incentive Bonus Plan was approved by the vote set forth in the table immediately below: |
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||
| 39,357,155 | 1,149,520 | 41,213 | 4,365,906 |
| 5. |
The AMN Healthcare 2017 Equity Plan was approved by the vote set forth in the table immediately below: |
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||
| 38,680,407 | 1,824,095 | 43,386 | 4,365,906 |
| 6. |
The appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December31, 2017 was ratified by the vote set forth in the table immediately below: |
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||||
| 43,681,654 | 1,191,469 | 40,671 |
Section9 Financial Statements and Exhibits
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | AMN Healthcare 2017 Equity Plan. | |
| 10.2 | AMN Healthcare 2017 Senior Executive Incentive Bonus Plan. |
About AMN HEALTHCARE SERVICES, INC. (NYSE:AMN)
AMN Healthcare Services, Inc. (AMN Healthcare) offers healthcare workforce solutions and staffing services to healthcare facilities. The Company operates through three segments: Nurse and Allied Healthcare Staffing Segment, Locum Tenens Staffing Segment and Physician Permanent Placement Services Segment. It provides its healthcare workforce solutions and staffing services at acute and sub-acute care hospitals and other healthcare facilities throughout the United States. The Company offers Managed Services Programs, Vendor Management Systems (VMS), Per Diem Staffing, Interim Leadership Staffing and Executive Search Services, Workforce Optimization Services and Recruitment Process Outsourcing. Its services include Travel Nurse Staffing, Rapid Response Nurse Staffing, Local, or Per Diem, Staffing, Locum Tenens Staffing, Physician Permanent Placement Services, Managed Services Programs, Vendor Management Systems, Recruitment Process Outsourcing and Workforce Optimization Services. AMN HEALTHCARE SERVICES, INC. (NYSE:AMN) Recent Trading Information
AMN HEALTHCARE SERVICES, INC. (NYSE:AMN) closed its last trading session up +0.50 at 41.95 with 382,043 shares trading hands.
