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): April 12, 2011
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.) |
| 12400 High Bluff Drive, Suite 100 | 92130 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (866) 871-8519
Not Applicable
(Former name or former address, if changed from 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:
| ¨ | 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)) |
Section 5 – Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On April 12, 2011, AMN Healthcare Services, Inc. (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:
| 1. | Each of the Board of Directors’ nominees for director was elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified, by the votes set forth below: |
| Director |
For |
Against |
Abstain |
Broker Non-Votes | ||||
| R. Jeffrey Harris |
33,547,388 | 2,690,227 | 21,607 | 4,415,087 | ||||
| Michael M.E. Johns |
33,546,832 | 2,690,843 | 21,547 | 4,415,087 | ||||
| Martha H. Marsh |
34,391,146 | 1,846,529 | 21,547 | 4,415,087 | ||||
| Susan R. Salka |
34,518,114 | 1,721,561 | 19,547 | 4,415,087 | ||||
| Andrew M. Stern |
34,419,296 | 1,819,379 | 20,547 | 4,415,087 | ||||
| Paul E. Weaver |
35,317,677 | 919,998 | 21,547 | 4,415,087 | ||||
| Douglas D. Wheat |
28,718,251 | 7,517,584 | 21,547 | 4,416,927 |
| 2. | The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 24,252,689 |
11,782,176 | 224,358 | 4,415,087 |
| 3. | The recommended frequency of advisory votes on executive compensation was every year, by the votes set forth below: |
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 32,939,121 |
29,330 | 3,008,931 | 184,306 | 4,572,797 |
In accordance with the results of this vote, the Company’s Board of Directors has determined to implement an annual advisory vote on executive compensation.
| 4. | The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, was ratified, by the votes set forth below (there were no broker non-votes on this proposal): |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,627,337 |
1,006,832 | 34,650 | 0 |
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 14, 2011 | By: | /s/ Susan R. Salka | ||
| Susan R. Salka | ||||
| President & Chief Executive Officer | ||||