AMN Healthcare Services (AMN) Proxy Filing summary

Executive summary

• 2024 was a challenging year with a 21% revenue decline, 41% drop in adjusted EBITDA, and -56% total shareholder return, prompting restructuring and workforce reductions to align with normalized demand.

• Investments in technology platforms like WorkWise and ShiftWise Flex improved operational efficiency, client adoption, and fill rates, positioning the company for growth as markets stabilize.

• Leadership changes included welcoming a new Board member and CFO/COO, and transitioning the Board Chair role.

Voting matters and shareholder proposals

• Shareholders are to vote on: election of nine directors, advisory approval of executive compensation, ratification of KPMG as auditor, approval of the 2025 Equity Plan, and a shareholder proposal to amend special meeting rights.

• Board recommends FOR all management proposals and AGAINST the shareholder proposal to remove the one-year holding requirement for calling special meetings.

Board of directors and corporate governance

• Board comprises nine nominees, 89% independent, with diverse backgrounds and an average tenure of six years.

• Board refreshment and evaluation processes emphasize diversity, skills alignment, and ongoing education.

• Key governance practices include proxy access, majority voting, annual elections, no poison pill, and robust shareholder engagement.