March 9, 2017
Dear Fellow Shareholders:
I would like to invite you to attend our 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of AMN Healthcare Services, Inc. at our corporate headquarters located at 12400 High Bluff Drive, Suite 100, San Diego, California, 92130 on Wednesday, April 19, 2017, at 8:30 a.m. Pacific Time. The accompanying formal notice of the Annual Meeting and proxy statement set forth the details regarding admission to the Annual Meeting and the business to be conducted.
Our Annual Meeting provides us the opportunity to meet with our stockholders to discuss corporate governance, executive compensation, and other related matters. We place importance on shareholder dialogue and, this past summer, engaged in a formal shareholder outreach to 25 of our stockholders, representing approximately 65% of our outstanding common stock, to discuss corporate governance and executive compensation matters that may be of interest to them. We found these interactions to be very beneficial and provide more detail regarding these conversations in the enclosed proxy statement. We truly value communicating with and hearing from our stockholders.
In connection with the Annual Meeting, we have enclosed a copy of our Annual Report for the fiscal year ended December 31, 2016. The formal notice of the Annual Meeting, the proxy statement and the proxy card follow. It is important that your shares be represented and voted, regardless of the size of your holdings. Accordingly, whether or not you plan to attend the Annual Meeting, I encourage you to access promptly the proxy materials and vote via the Internet in accordance with the “notice and access” letter you received so that your shares will be represented at the Annual Meeting (or complete, sign, date and return the proxy card if you decide to request a full set of proxy materials by traditional means). The proxy is revocable at any time before it is voted and will not affect your right to vote in person if you attend the Annual Meeting.
Thank you for your ongoing support of and continued interest in AMN Healthcare.
Very truly yours,
Susan R. Salka
President & Chief Executive Officer
Notice of Annual Meeting of Stockholders
Meeting Date: Wednesday, April 19, 2017
Time: 8:30 a.m. (Pacific Time)
Location: 12400 High Bluff Drive, Suite 100, San Diego, CA 92130
Record Date: February 22, 2017
The Annual Meeting of Stockholders (the “Annual Meeting”) of AMN Healthcare Services, Inc. will be held at our corporate headquarters located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130 on Wednesday, April 19, 2017, at 8:30 a.m. Pacific Time or at any subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting. The purpose of the meeting is to:
- elect eight directors nominated by our Board of Directors to hold office until our next annual meeting or until their successors are duly elected and qualified,
- approve, by non-binding advisory vote, the compensation of our named executive officers,
- recommend, by non-binding advisory vote, the frequency of executive compensation votes,
- approve the AMN Healthcare 2017 Senior Executive Incentive Bonus Plan,
- approve the AMN Healthcare 2017 Equity Plan,
- ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, and
- transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February 22, 2017 as the record date for determining the stockholders of the Company entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Representation of at least a majority of the voting power represented by all outstanding shares is required to constitute a quorum at the Annual Meeting. Accordingly, it is important that your shares be represented at the Annual Meeting.
We will be using the Securities and Exchange Commission’s Notice and Access model (“Notice and Access”), which allows us to deliver proxy materials via the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides stockholders with a convenient method to access the proxy materials and vote, reduces the costs of printing and distributing the proxy materials, and allows us to conserve natural resources in alignment with our Corporate Social Responsibility Program. On or about March 9, 2017, we will mail to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2016 Annual Report online and how to vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and our 2016 Annual Report.
March 9, 2017:
By Order of the Board of Directors,
Denise L. Jackson
Senior Vice President, General Counsel and Secretary
San Diego, California