AMN HEALTHCARE SERVICES INC 8-K

What Happened

• AMN Healthcare Services, Inc. filed an 8-K on May 4, 2026 reporting results from its Annual Meeting held May 1, 2026. Shareholders approved Amendment No. 1 to the AMN Healthcare 2025 Equity Plan (previously approved by the board subject to shareholder approval) and re-elected the company’s slate of directors. The company also reported votes on say-on-pay, auditor ratification, and a shareholder proposal on an independent board chairman.
• The filing notes the full text of the equity plan amendment is filed as Exhibit 10.1 to the 8-K.

Key Details

• Equity plan amendment approved: 28,909,689 For; 895,750 Against; 33,977 Abstain; 4,410,527 broker non-votes.
• Directors re-elected (votes For listed): Jorge A. Caballero — 29,074,412; Eric P. Palmer — 29,442,400; Sylvia D. Trent-Adams — 27,703,487 (largest opposition: 2,121,512 Against). All listed directors will serve until the next annual meeting.
• Say-on-pay (advisory approval of executive compensation) passed: 22,728,186 For; 7,071,111 Against; 40,119 Abstain.
• KPMG LLP ratified as independent auditor: 33,170,877 For; 1,064,827 Against; 14,239 Abstain.
• Shareholder proposal to require an independent board chairman was defeated: 7,495,013 For; 22,327,804 Against; 16,599 Abstain.

Why It Matters

• Approval of the equity plan amendment clears the board’s ability to grant equity awards under the updated 2025 plan terms, which affects long-term incentive programs for executives and employees. Investors should note the exact amendment text is filed as an exhibit for details on award limits and terms.
• Re-election of the board and ratification of KPMG maintain continuity in governance and audit oversight. The sizable against-votes on some items (notably say-on-pay and one director) signal investor dissent on pay or governance matters, which the company may address in disclosures or future engagement.