CROSS COUNTRY HEALTHCARE INC 8-K

What Happened

• Cross Country Healthcare, Inc. (CCRN) filed an 8-K reporting stockholder votes at a special meeting on merger-related proposals. The Merger Agreement dated May 6, 2026, is between the Company, KL Criss Cross Intermediate, LLC (Parent), and KL Criss Cross Merger Sub, Inc. Under the agreement Merger Sub will merge into the Company, and the Company will become a wholly‑owned subsidiary of Parent. As a result, CCRN common stock is expected to be delisted from NASDAQ and deregistered under the Exchange Act upon closing.
• As of the June 12, 2026 record date there were 32,306,484 shares outstanding. Holders of 23,378,853 shares (≈72.36%) were present or represented by proxy at the Special Meeting, constituting a quorum. The Merger Agreement (Proposal 1) was approved with 23,356,105 votes for, 12,309 against, and 10,439 abstentions. The advisory vote on merger‑related executive compensation (Proposal 2) passed with 20,281,587 votes for, 1,855,191 against, and 1,242,075 abstentions. An adjournment vote (Proposal 3) was not needed. The parties expect the Merger to close in the third quarter of 2026, subject to customary closing conditions and required regulatory approvals.

Key Details

• Shares outstanding (record date June 12, 2026): 32,306,484.
• Shares voted at Special Meeting (quorum): 23,378,853 (72.36%).
• Merger vote tally (Proposal 1): 23,356,105 For / 12,309 Against / 10,439 Abstain.
• Advisory compensation vote (Proposal 2): 20,281,587 For / 1,855,191 Against / 1,242,075 Abstain. Closing expected Q3 2026, pending approvals and conditions.

Why It Matters

• If completed, the transaction will take Cross Country Healthcare private: its common stock will be delisted from NASDAQ and deregistered, ending public trading and reporting for CCRN shares.
• The vote clears a key shareholder approval hurdle, but closing remains subject to regulatory approvals and customary conditions; timing and completion are not guaranteed.
• Retail investors should note the change in liquidity and reporting status that will follow closing and review the definitive proxy and related SEC filings for details on the merger consideration, timing, and any next steps or options for shareholders. The 8-K also highlights standard transaction risks (timing, regulatory approvals, management distraction, potential litigation) disclosed by the company.