AMN 8-K
Amn Healthcare Services Inc (AMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors of AMN Healthcare Services, Inc. (the “Company”) previously approved, subject to shareholder approval, Amendment No. 1 to the AMN Healthcare 2025 Equity Plan (the “Amendment”). The Company’s shareholders approved the Amendment at the Annual Meeting of Shareholders of the Company held on May 1, 2026 (the “Annual Meeting”). A description of the material terms of the Amendment is included in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”).
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on May 1, 2026, the Company’s shareholders voted on five proposals as set forth below, each of which is described in greater detail in the 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 their respective successors have been duly elected and qualified: |
| Directors | For | Against | Abstain | Broker Non-Votes | |||||||||||
| Jorge A. Caballero | 29,074,412 | 751,635 | 13,369 | 4,410,527 | |||||||||||
| Mark G. Foletta | 28,893,557 | 931,182 | 14,677 | 4,410,527 | |||||||||||
| Teri G. Fontenot | 29,044,752 | 751,910 | 42,754 | 4,410,527 | |||||||||||
| Cary S. Grace | 29,368,298 | 429,669 | 41,449 | 4,410,527 | |||||||||||
| James H. Hinton | 29,157,914 | 667,924 | 13,578 | 4,410,527 | |||||||||||
| Celia P. Huber | 29,135,486 | 691,598 | 12,332 | 4,410,527 | |||||||||||
| Daphne E. Jones | 29,059,550 | 766,463 | 13,403 | 4,410,527 | |||||||||||
| Eric P. Palmer | 29,442,400 | 383,258 | 13,758 | 4,410,527 | |||||||||||
| Sylvia D. Trent-Adams | 27,703,487 | 2,121,512 | 14,417 | 4,410,527 |
| 2. | The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as described in the Proxy Statement. This proposal was approved as set forth immediately below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 22,728,186 | 7,071,111 | 40,119 | 4,410,527 |
| 3. | The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. This proposal was approved as set forth immediately below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 33,170,877 | 1,064,827 | 14,239 | — |
| 4. | The approval of Amendment No. 1 to the AMN Healthcare 2025 Equity Plan. This proposal was approved as set forth immediately below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 28,909,689 | 895,750 | 33,977 | 4,410,527 |
| 5. | The shareholder proposal entitled “Independent Board Chairman.” This proposal was not approved as set forth immediately below: |
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 7,495,013 | 22,327,804 | 16,599 | 4,410,527 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to the AMN Healthcare 2025 Equity Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 4, 2026 | By: | /s/ Cary Grace |
| Name: | Cary Grace | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Amendment No. 1 to the AMN Healthcare 2025 Equity Plan
This Amendment No. 1 (this “Amendment”) amends the AMN Healthcare 2025 Equity Plan (the “Plan”), maintained by AMN Healthcare Services, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment shall have meanings set forth in the Plan.
WHEREAS, the Company desires to amend the Plan to increase the number of shares of Stock issuable under the Plan by 1,420,000 shares; and
WHEREAS, the Board approved this Amendment on March 3, 2026.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Increase in Number of Shares of Stock Issuable Under the Plan. Section 3(a) of the Plan is hereby amended and restated in its entirety to read as follows:
“(a) Stock Issuable. Subject to adjustment as provided in this Section 3, (i) 2,258,714 shares of Stock in the aggregate shall be authorized for Awards granted under the Plan, less one (1) share for every one (1) share granted under the Plan after March 3, 2026, and (ii) no more than 1,000,000 shares of Stock in the aggregate may be granted under the Plan as Incentive Stock Options. After stockholder approval of this Plan, no awards may be granted under the Company’s Previous Equity Plan.”
2. Clarification of Add-Back of Certain Shares. Section 3(b) of the Plan is hereby amended by deleting the phrase “(including on payment in shares of Stock on exercise of a Stock Appreciation Right)” in both places that such phrase appears therein.
3. Clarification of Director Limits. Section 3(d) of the Plan is hereby amended by deleting the last sentence thereof.
4. Full Force and Effect. Except as otherwise explicitly set forth in this Amendment, all provisions of the Plan shall remain in full force and effect.
5. Effective Date. This Amendment shall be effective on the date of approval of this Amendment by the shareholders of the Company at the 2026 Annual Meeting of Shareholders of the Company and shall be void in the absence of such approval.