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 | |
| 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
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 | |
