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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): April 22, 2020

 

AMN HEALTHCARE SERVICES, INC.
(Exact name of registrant as specified in its charter)

 

Delaware 001-16753 06-1500476
(State or other jurisdiction
of incorporation)		 (Commission
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 $0.001 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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 22, 2020, AMN Healthcare Services, Inc. (the “Company”) amended Article 2, Section 2.3 of the Company’s Amended and Restated Bylaws (the “Bylaws”) to (i) reduce the ownership requirement for stockholders seeking to call a special meeting to 15% of the Company’s outstanding common stock, and (ii) add a requirement that eligible stockholders continuously own their common stock for one year in order to satisfy the 15% threshold. The Company’s Board of Directors had approved the amendment to the Bylaws in February 2020 subject to the Company’s shareholders also approving it by a majority of the shares entitled to vote and present or represented by proxy at the Company’s 2020 annual shareholders meeting. The Company’s shareholders approved the amendment to the Bylaws on April 22, 2020 (see Item 5.07 below). This summary of the Bylaw amendment is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated into this filing by reference.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Shareholders of the Company held on April 22, 2020 (the "Annual Meeting"), the Company's shareholders voted on five proposals as set forth below, each of which is described in greater detail in the Company’s 2020 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
Mark G. Foletta   42,277,773    56,220    54,948    2,093,252 
Teri G. Fontenot   42,328,390    5,668    54,883    2,093,252 
R. Jeffrey Harris   41,338,078    995,858    55,005    2,093,252 
Michael M.E. Johns, M.D.   41,575,804    758,289    54,848    2,093,252 
Daphne E. Jones   42,319,488    14,568    54,885    2,093,252 
Martha H. Marsh   42,191,047    142,844    55,050    2,093,252 
Susan R. Salka   42,044,561    289,397    54,983    2,093,252 
Douglas D. Wheat   40,292,782    1,996,181    99,978    2,093,252 

 

2.The approval, on an advisory basis, of the compensation awarded to the Company's named executive officers, as described in the Company’s 2020 Proxy Statement. This proposal was approved as set forth below:

 

For  Against  Abstain  Broker Non-Votes
 40,457,509    1,538,758    392,674    2,093,252 

 

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, 2020. This proposal was approved as set forth below:

 

For  Against  Abstain  Broker Non-Votes
 43,115,319    1,316,062    50,812    0 

 

4.To approve a proposal to reduce the threshold necessary to call a special meeting of shareholders to 15%. This proposal was approved as set forth below:

 

For  Against  Abstain  Broker Non-Votes
 36,319,796    6,008,546    60,599    2,093,252 

 

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5.The shareholder proposal entitled “Make Shareholder Right to Call Special Meeting More Accessible” was not approved in accordance with the vote set forth immediately below:

 

For  Against  Abstain  Broker Non-Votes
 13,351,221    28,818,401    219,319    2,093,252 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
   
3.2 Tenth Amended and Restated Bylaws of AMN Healthcare Services, Inc. dated April 22, 2020 furnished pursuant to Item 5.03 of this Current Report on Form 8-K.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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: April 27, 2020 By: /s/ Susan R. Salka  
    Susan R. Salka  
    Chief Executive Officer  

 

 

 

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