UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 16, 2023
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 0-33169
| 13-4066229
|
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487
(Address of Principal Executive Office) (Zip Code)
(561) 998-2232
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
Common stock, par value $0.0001 per share
| CCRN
| The Nasdaq Stock Market LLC
|
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:
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
| (a)
| On May 16, 2023, the Company held its Annual Meeting of Stockholders (“Annual Meeting”). |
| | (b)
| The following items of business were voted upon by stockholders at the Annual Meeting: |
(i) A proposal to elect the directors listed below for a one-year term ending in 2024 or until their successors are duly elected and qualified was approved with the following vote:
| Director | | For | | Against | | Abstentions | | Broker Non-Votes | |
| Kevin C. Clark | | 28,128,854 | | 1,069,398 | | 12,112 | | 2,152,693 | |
| Dwayne Allen | | 29,173,272 | | 24,822 | | 12,270 | | 2,152,693 | |
| Venkat Bhamidipati | | 29,173,126 | | 25,150 | | 12,088 | | 2,152,693 | |
| W. Larry Cash | | 27,669,744 | | 1,528,548 | | 12,072 | | 2,152,693 | |
| Gale Fitzgerald | | 23,911,647 | | 5,286,687 | | 12,030 | | 2,152,693 | |
| John A. Martins | | 28,596,103 | | 602,048 | | 12,213 | | 2,152,693 | |
| Dr. Janice E. Nevin, MD, MPH | | 27,860,406 | | 1,337,828 | | 12,130 | | 2,152,693 | |
| Mark Perlberg, JD | | 27,930,509 | | 1,267,541 | | 12,314 | | 2,152,693 | |
| | | | | | | | | | | | |
(ii) The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as follows:
| | For | | Against | | Abstentions | | | Broker Non-Votes |
| | 30,971,030 | | 239,556 | | 152,471 | | | 0 |
(iii) The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set forth below:
| | For | | Against | | Abstentions | | | Broker Non-Votes |
| | 28,268,309 | | 473,260 | | 468,795 | | | 2,152,693 |
(iv) The frequency periods for future non-binding stockholder advisory votes on the Company’s named executive officer compensation received the votes set forth below:
| 1 year | | 2 year | | 3 year | | Abstentions | | Broker Non-Votes |
| 27,314,282 | | 7,282 | | 1,743,102 | | 145,698 | | 2,152,693 |
Item 9.01
| Financial Statements and Exhibits |
(d) Exhibits
| | Exhibit | Description |
| | | |
| | 104
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| | | CROSS COUNTRY HEALTHCARE, INC. |
| | | | |
| | | | |
| Dated: | May 18, 2023 | By: | /s/ William J. Burns | |
| | | | William J. Burns |
| | | | Executive Vice President & Chief Financial Officer |
