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  4. [8-K] AMN HEALTHCARE SERVICES INC Reports Material Event

Shareholders back AMN Healthcare (NYSE: AMN) equity plan changes and board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AMN Healthcare Services, Inc. reported the results of its Annual Meeting of Shareholders held on May 1, 2026. Shareholders approved Amendment No. 1 to the AMN Healthcare 2025 Equity Plan, which had previously been approved by the Board subject to shareholder approval.

All nine director nominees received strong support, with individual "for" votes generally around 27–29 million and broker non-votes of 4,410,527 for each nominee. In total, shareholders voted on five proposals, with detailed for, against, abstain, and broker non-vote tallies disclosed and further descriptions of each proposal referenced in the company’s Definitive Proxy Statement filed on March 18, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director vote example – Eric P. Palmer 29,442,400 for; 383,258 against; 13,758 abstain; 4,410,527 broker non-votes Annual Meeting director election vote totals
Director vote example – Sylvia D. Trent-Adams 27,703,487 for; 2,121,512 against; 14,417 abstain; 4,410,527 broker non-votes Annual Meeting director election vote totals
Proposal vote example – high support 33,170,877 for; 1,064,827 against; 14,239 abstain One of five shareholder proposals at Annual Meeting
Proposal vote example – moderate support 28,909,689 for; 895,750 against; 33,977 abstain; 4,410,527 broker non-votes One of five shareholder proposals at Annual Meeting
Proposal vote example – high opposition 7,495,013 for; 22,327,804 against; 16,599 abstain; 4,410,527 broker non-votes One of five shareholder proposals at Annual Meeting
Annual Meeting of Shareholders regulatory
"approved the Amendment at the Annual Meeting of Shareholders of the Company held on May 1, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Definitive Proxy Statement regulatory
"included in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
broker non-votes financial
"The number of votes cast for and against, and the number of abstentions and broker non-votes, with respect to each matter"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Equity Plan financial
"Amendment No. 1 to the AMN Healthcare 2025 Equity Plan (the “Amendment”)"
An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.
Exhibit 10.1 regulatory
"Amendment No. 1 to the AMN Healthcare 2025 Equity Plan, which is filed as Exhibit 10.1 hereto"
Understanding 8-K Material Events →
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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): May 1, 2026

 

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.)

 

2999 Olympus Boulevard, Suite 500
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 $0.01 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 5.02.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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did AMN (AMN) shareholders approve at the May 1, 2026 Annual Meeting?

Shareholders approved Amendment No. 1 to the AMN Healthcare 2025 Equity Plan. The Board had previously approved this amendment subject to shareholder approval, and the company references its March 18, 2026 proxy statement for a full description of the plan changes.

Were AMN (AMN) director nominees elected at the 2026 Annual Meeting?

Yes, all listed directors received substantial support, with for votes around 27–29 million per nominee. Each director’s tally also shows relatively low abstentions and consistent broker non-votes of 4,410,527, indicating broad shareholder backing of the board slate.

How many proposals did AMN (AMN) shareholders consider at the 2026 meeting?

Shareholders voted on five separate proposals, each described in more detail in the company’s March 18, 2026 proxy statement. The Form 8-K discloses detailed for, against, abstain, and broker non-vote counts for every proposal considered.

What were some key vote totals on AMN (AMN) governance proposals?

One proposal received 33,170,877 votes for, 1,064,827 against, and 14,239 abstentions. Another proposal recorded 28,909,689 for, 895,750 against, and 33,977 abstentions, each with 4,410,527 broker non-votes, illustrating generally strong support levels.

Did any AMN (AMN) proposal face significant shareholder opposition?

One proposal drew 7,495,013 votes for and 22,327,804 against, with 16,599 abstentions and 4,410,527 broker non-votes. While the Form 8-K does not label outcomes beyond counts, this split shows a substantial number of shares voted against that particular item.

Where can investors find full details of AMN (AMN) equity plan changes?

Detailed terms of Amendment No. 1 to the 2025 Equity Plan appear in AMN’s Definitive Proxy Statement filed March 18, 2026. The complete amendment is also filed as Exhibit 10.1, which is incorporated by reference into the Form 8-K.

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