The undersigned registrant hereby amends Item 5.02 of the registrant’s Current Report onForm 8-K, dated July 30, 2018, to read in its entirety as set forth below.
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2018, the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company”) unanimously voted to increase the size of the Board from eight members to nine members, and to appoint Ms. Daphne E. Jones as a new director to fill the vacancy created by such increase, with such appointment effective that day. Ms. Jones will serve as a director until her successor is duly elected and qualified, or until she resigns, is removed, or becomes disqualified. The Board has determined that Ms. Jones qualifies as an independent director under New York Stock Exchange rules and the Company’s Director Independence Standards.
On September 19, 2018, the Board appointed Ms. Jones to the Board’s Audit Committee, which is the only committee of the Board to which she has been appointed to date.
Ms. Jones is an accomplished and seasoned executive with extensive experience in strategic, entrepreneurial and global use of digital technologies within multi-national corporations. She has over 30 years of experience in general management and executive level roles at IBM, Johnson & Johnson, Hospira (now Pfizer) and GE Healthcare. In her most recent tenure at GE, she served in roles including Senior Executive for Future of Work, Chief Information Officer for Product Engineering, Imaging, and Ultrasound and Chief Information Officer for Global Services – all comprising a $13 billion segment within GE Healthcare. Since her retirement from GE Healthcare in 2017, Ms. Jones has been serving as an independent director on public andnot-for-profit boards, including Masonite International and the Thurgood Marshall College Fund.
In connection with her appointment to the Board, Ms. Jones received 1,608 restricted stock units with an aggregate grant date fair value of approximately $100,000, which will vest on the earlier of the (a) first anniversary of the grant date or (b) Company’s 2019 Annual Meeting of Shareholders. The Company’s equity ownership guidelines are applicable to Ms. Jones as anon-employee director. Ms. Jones will also receive a cash annual retainer equal to $50,000. The foregoing compensation is based on the anticipated number of months of completed service time leading up to the Company’s 2019 Annual Meeting of Shareholders.
