AMN Healthcare Services AGM: Directors Elected, Equity Plan Approved, Independent Chair Proposal Fails

Key Points

• All nine director nominees were elected, and the shareholder proposal to install an independent board chair did not pass, leaving the current chair/CEO structure in place.
• Amendment No. 1 to the AMN Healthcare 2025 Equity Plan was approved; the advisory vote on named executive officer compensation also passed and shareholders ratified KPMG LLP as auditor for fiscal 2026.
• Management reported signs of stabilization in the travel nurse business with improved fill rates, and is expanding technology offerings—notably the WorkWise platform and enhanced Passport clinician app—to drive automation and client solutions.

AMN Healthcare Services NYSE: AMN held its 2026 annual meeting of shareholders in a virtual format, with Chairman of the Board Mark Foletta presiding over a slate of five proposals that included director elections, executive compensation, auditor ratification, an equity plan amendment, and a shareholder proposal calling for an independent board chair.

Quorum and meeting procedures

Foletta opened the meeting by introducing the company’s director nominees who were present: Jorge A. Caballero, Teri G. Fontenot, Eric Palmer, Jim Hinton, Celia P. Huber, Daphne E. Jones, and Sylvia Trent-Adams, as well as Cary Grace, a director and the company’s chief executive officer. He also referenced rules of conduct posted on the investor relations and annual meeting websites, noting that shareholder remarks and questions had to relate to the meeting agenda.

Foletta said the record date for shareholders entitled to vote was March 3, 2026, and that proxies representing 88.6% of the company’s outstanding shares entitled to vote had been received, which he said established a quorum. He appointed Chief Legal Officer and Corporate Secretary Whitney M. Laughlin as inspector of election to count ballots and report results.

Director elections and other proposals

The meeting included the election of nine directors to serve until the next annual meeting or until successors are elected and qualified. Fontenot nominated the director candidates, and Jones seconded the nominations. The nominees were:

• Jorge A. Caballero
• Mark G. Foletta
• Teri G. Fontenot
• Cary Grace
• Eric Palmer
• Jim Hinton
• Celia P. Huber
• Daphne E. Jones
• Sylvia Trent-Adams

Shareholders also voted on a non-binding advisory proposal to approve compensation of the company’s named executive officers, which Foletta said was described in the proxy statement. In addition, shareholders considered a proposal to ratify the board’s appointment of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026, and a proposal to approve amendment No. 1 to the AMN Healthcare 2025 Equity Plan.

Shareholder proposal sought independent board chair

Shareholder activist John Cheveden presented Proposal 5, which requested the board adopt an “enduring policy” and amend governing documents so that separate individuals would hold the roles of board chair and CEO “as soon as possible,” with the chair to be an independent director. Cheveden argued that a lead director “shall not be a substitute” for an independent chair and said having an independent chair improves corporate governance through impartial oversight, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.

Cheveden also pointed to AMN’s stock performance, saying the share price “was at $129 in 2021 and is at only $20 now in spite of a robust stock market,” and urged shareholders to vote in favor of the proposal.

Shareholder Q&A: travel nurse stabilization and technology solutions

During the question-and-answer period, Laughlin read a question about whether there were factors suggesting a turnaround in the travel nurse segment, described as a major revenue driver that has faced sustained weakness.

An operator response said the travel nurse business saw its “highest level of growth during the pandemic” followed by a “reset” after the pandemic. The operator said that in 2025 there were “stabilization and stabilizing trends in demand and bill rate,” though “2025 wasn’t a straight line,” citing a mid-year pause as clients focused on healthcare policies. The operator added that as the year ended, demand began to recover, and AMN saw an increase in fill rates “due to our efforts around automation and tech enablement,” describing “continued signs of stabilization” following the post-pandemic reset.

In response to a second question asking for two examples of efforts to expand into technology solutions, the operator cited the introduction of the WorkWise solution set, described as “a comprehensive total talent solutions platform for healthcare organizations.” As part of WorkWise, AMN introduced an event management solution in 2025 focused on supporting labor disruption events, which the operator said was used “extensively” into late 2025 and into 2026 for key clients. The second example was expansion of AMN’s clinician application Passport, with the operator saying the company expanded both the user base and capabilities in 2025, including enhanced self-service features and adding physicians to the application.

Voting results

After polls closed, Laughlin reported preliminary results based on shares represented by valid proxies tabulated at the meeting. She said:

• All nine director nominees were elected.
• The advisory vote approving named executive officer compensation passed.
• The ratification of KPMG LLP as independent auditor for fiscal 2026 was adopted.
• Amendment No. 1 to the AMN Healthcare 2025 Equity Plan was approved.
• The shareholder proposal titled “Independent Board Chairman” did not pass.

Foletta then called for a motion to adjourn, which Fontenot moved and Jones seconded. The meeting concluded shortly thereafter.

About AMN Healthcare Services NYSE: AMN

AMN Healthcare Services, Inc NYSE: AMN is a leading provider of healthcare workforce solutions in the United States. The company specializes in staffing and recruitment services for a broad range of clinical and allied health professionals, including travel nurses, permanent placement of nursing staff, locum tenens physicians, and allied health personnel. In addition to direct staffing, AMN Healthcare offers comprehensive workforce management solutions such as vendor management systems (VMS), recruitment process outsourcing (RPO), and compliance and credentialing services through its technology platforms.

Founded in 1985 as American Mobile Nurses, the company rebranded to AMN Healthcare in 2010 to reflect its expanding portfolio of services.

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