[8-K] CROSS COUNTRY HEALTHCARE INC Reports Material Event

Rhea-AI Filing Summary

On September 25, 2025 Cross Country Healthcare, Inc. announced its Board set the 2025 virtual-only Annual Meeting for December 9, 2025, which is more than 30 days after last year’s meeting. The meeting will only occur if the pending merger with Aya Healthcare, Inc. (the Aya Merger) is not completed beforehand; the company continues to expect the Aya Merger to close in the fourth quarter of 2025. If the merger is completed first, Cross Country will become a wholly owned subsidiary of Aya and the Annual Meeting will not be held. The company set a deadline of October 10, 2025 for stockholder proposals, nominations and Rule 14a-19 universal proxy notices, and said the proxy statement will be made available by or prior to October 30, 2025.

Positive

• Clear timeline: Company expects the Aya Merger to close in the fourth quarter of 2025, providing investors with a near-term completion window.
• Contingency planning: Board scheduled the Annual Meeting but explicitly conditioned it on whether the merger closes, avoiding redundant shareholder procedures if acquisition completes.
• Definitive deadlines: The company set an explicit October 10, 2025 deadline for stockholder proposals, nominations, and universal proxy notices and will make proxy materials available by or prior to October 30, 2025.

Negative

• Potential cancellation of shareholder rights: If the Aya Merger completes before the meeting, the Annual Meeting will not occur and submitted director candidates or proposals will not be considered by Cross Country stockholders.
• Tight window for nominees/proposals: The October 10 deadline could limit the time for stockholders to prepare and submit qualified proposals and universal proxy information.

Insights

Corporate Governance Expert

TL;DR: Board set contingent meeting date and firm shareholder submission deadlines tied to a pending acquisition.

The Board’s action balances regulatory compliance with practical planning: scheduling an annual meeting beyond the 30-day anniversary requires disclosure and the company provided clear cutoffs for proposals and nominations to meet Rule 14a-5(f) and its bylaws. The notice protects the company’s ability to cease the meeting if the Aya Merger closes, which avoids unnecessary governance processes post-closing. Investors and activist shareholders should note the October 10, 2025 deadlines to ensure eligibility under both the bylaws and universal proxy rules.

M&A Specialist

TL;DR: The filing confirms a near-term closing expectation for the Aya acquisition and contingency planning for shareholder governance.

The company’s statement that it still expects the Aya Merger to complete in Q4 2025 is a material operational timeline for investors and counterparties. By announcing the December 9 meeting but conditioning it on merger completion, management signals confidence in closing while legally preserving shareholder processes if closing slips. The firm deadline for proposals and the planned proxy availability date support orderly execution whether the deal closes or not.

0001141103FALSE00011411032025-09-252025-09-25

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) September 25, 2025

Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its charter)

Delaware			0-33169			13-4066229
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

6551 Park of Commerce Boulevard, N.W., Boca Raton, FL 33487
(Address of Principal Executive Office) (Zip Code)
(561) 998-2232
(Registrant’s telephone number, including area code)
Not Applicable

(Former name or former address, if changed since last report)

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 $0.0001 per share          CCRN            The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.08    Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.

Item 8.01    Other Events.

On September 25, 2025, the Board of Directors (the “Board”) of Cross Country Healthcare, Inc. (the “Company”) determined that the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on December 9, 2025, which is more than 30 days after the anniversary of the Company’s 2024 Annual Meeting of Stockholders. The Annual Meeting does not relate to the pending merger transaction with Aya Healthcare, Inc. (the “Aya Merger”) and will only take place in the event that the Aya Merger is not completed prior to the Annual Meeting. The Company continues to expect that the Aya Merger will be completed in the fourth quarter of 2025. Should the Aya Merger be completed before the Annual Meeting, the Company will be a wholly owned subsidiary of Aya Healthcare, Inc. and, accordingly, such Annual Meeting will not occur and any director candidates or stockholder proposals submitted will not be considered by the Company’s stockholders.

The time and website address for the virtual-only Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting, which will be made available to stockholders prior to or on October 30, 2025. Pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is hereby providing notice of the below revised deadlines for qualified stockholder proposals and stockholder nominations by means of this Current Report on Form 8-K.

In order for a stockholder proposal for the Annual Meeting to be eligible for inclusion in the Company’s proxy statement pursuant to Rule 14a-8 of the Exchange Act, the Company must have received the proposal and supporting statements at its principal executive office no later than the close of business on October 10, 2025, which the Board has determined is a reasonable time before the Company begins to print and send its proxy materials. All stockholder proposals and/or notices should be sent to the Company’s principal executive office, c/o Corporate Secretary, 6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487.

In accordance with the advance notice requirements set forth in the Company’s Amended and Restated Bylaws (the “Bylaws”), any stockholder (i) who wishes to propose business to be considered by the stockholders at the Annual Meeting or (ii) who wants to nominate a person for election to the Company's board of directors at that meeting must provide a written notice that sets forth the specified information described in the Bylaws concerning the proposed business or nominee. The notice must be delivered to the address set forth above no later than October 10, 2025.

In addition to satisfying the above requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 of the Exchange Act no later than October 10, 2025 to the address set forth above.

A copy of the Bylaws can be obtained upon request directed to the address set forth above or is available on the Company’s website at www.crosscountryhealthcare.com.

SIGNATURE

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.

CROSS COUNTRY HEALTHCARE, INC.

Dated:

September 30, 2025

By:

/s/ William J. Burns

Name: William J. Burns

Title: Executive Vice President & Chief Financial Officer

FAQ

Will Cross Country Healthcare (CCRN) hold its 2025 Annual Meeting?

The Board scheduled a virtual-only meeting for December 9, 2025, but it will only be held if the Aya Merger is not completed beforehand.

When must stockholders submit proposals or director nominations for CCRN's 2025 Annual Meeting?

All stockholder proposals, nominations and Rule 14a-19 universal proxy notices must be received at the company’s principal executive office by close of business on October 10, 2025.

What happens to submitted proposals if the Aya Merger closes before the meeting?

If the Aya Merger is completed before the Annual Meeting, Cross Country will become a wholly owned subsidiary of Aya and the Annual Meeting will not occur, so those proposals and nominations will not be considered by Cross Country stockholders.

When will Cross Country make proxy materials available for the 2025 Annual Meeting?

The company said the proxy statement and meeting time/website will be made available to stockholders prior to or on October 30, 2025.