AMN Healthcare updates by-laws to tighten stockholder meeting rules

AMN Healthcare Services, Inc. reported that its Board of Directors approved amended and restated by-laws, effective immediately on December 11, 2025.

Accepted by SEC EDGAR 12/11/2025 - 04:55 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

AMN Healthcare Services, Inc. reported that its Board of Directors approved amended and restated by-laws, effective immediately on December 11, 2025. The changes are designed to align its governance rules with current Delaware law and to tighten and clarify procedures around how stockholders call special meetings and bring business before meetings.

The updated by-laws refine the information and disclosure that stockholders must provide when nominating directors or submitting proposals, and they clarify the authority of the Board and the meeting chair to manage conduct at stockholder meetings. They also require director candidates to be available for interviews with Board members about their qualifications, while making additional ministerial and conforming updates.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did AMN (AMN) announce in this 8-K?

AMN Healthcare Services, Inc. announced that its Board of Directors adopted amended and restated by-laws, which became effective immediately on December 11, 2025.

Why did AMN (AMN) amend its by-laws?

The by-laws were amended to align with developments in Delaware law, refine procedures for stockholder-requested special meetings, and clarify rules for director nominations and other stockholder proposals.

How do the new AMN (AMN) by-laws affect stockholder nominations and proposals?

The amended by-laws revise procedural mechanics and disclosure requirements for stockholder nominations of directors and submissions of other business, expanding and clarifying the information required about proposing stockholders, proposed nominees, and related persons.

What new requirement did AMN (AMN) add for director candidates?

Director candidates must now be available to be interviewed by members of the Board regarding their candidacy and qualifications to serve as a director.

What authority is clarified for AMN (AMN) meeting chairs under the new by-laws?

The amended by-laws clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at the meeting.

When did AMN’s (AMN) amended by-laws become effective?

The amended and restated by-laws became effective immediately upon approval by the Board on December 11, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

0001142750false12/3100011427502025-12-112025-12-11

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): December 11, 2025

AMN HEALTHCARE SERVICES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware			001-16753			06-1500476
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

2999 Olympus Boulevard, Suite 300

Dallas, Texas 75019

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (866) 871-8519

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communication 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			Name of each exchange on which registered
Common Stock, par value $0.01 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.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 11, 2025, the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company”) adopted and approved amended and restated by-laws of the Company (the “By-laws”) to, among other things:

•Align the By-laws with developments in Delaware law;

•Revise procedural mechanics and disclosure requirements applicable to stockholder-requested special meetings;

•Clarify the powers of the Board and the chair of a stockholder meeting to regulate conduct at a meeting;

•Revise procedural mechanics and disclosure requirements applicable to stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including to clarify the scope of information required regarding proposing stockholders, proposed nominees and other related persons;

•Require that director candidates must be available to be interviewed by members of the Board with respect to such person’s candidacy and qualifications to serve as a director; and

•Make certain other updates, including ministerial and conforming changes.

The By-laws became effective immediately upon their approval by the Board.

This summary is qualified in its entirety by reference to the full text of the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amended and Restated By-laws of AMN Healthcare Services, Inc.

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: December 11, 2025			By:			/s/ Cary Grace
			Name:			Cary Grace
			Title:			Chief Executive Officer