Proxy Statement Summary

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information you should consider. You should read the entire proxy statement before voting. Our proxy statement and other proxy materials are first being made available to our stockholders on or about March 9, 2017.

General Information

(See pages 2 to 5)

Meeting: Annual Meeting of Stockholders
Date: Wednesday, April 19, 2017
Time: 8:30 a.m. Pacific Time
Location: 12400 High Bluff Drive, Suite 100 San Diego, California 92130
Record Date: February 22, 2017
Stock Symbol: AMN
Exchange: NYSE
Common Stock Outstanding: 47,857,551
Transfer Agent: American Stock Transfer and Trust Company, LLC
State of Incorporation: Delaware
Year of Incorporation: 1997
Public Company Since: 2001
Corporate Headquarters: 12400 High Bluff Drive, San Diego, California 92130
Corporate Website:

Executive Compensation

(See pages 19 to 48)

CEO: Susan R. Salka (CEO since 2005)
CEO 2016 Total Direct Compensation:

Salary: $788,077
Annual Performance Bonus: $1,518,775
Long-Term Equity Awards: $2,134,921
All Other Compensation: $129,567
Total Compensation: $4,571,340

Compensation Highlights:

  • Incentive compensation tied to financial performance and shareholder return comprised 80% of CEO’s total compensation in 2016 
  • Granted performance restricted stock units based on 2018 adjusted EBITDA margin 
  • Granted performance restricted stock units based on total shareholder return over a three-year period ending December 31, 2018

Pay for Performance: Yes
Stock Ownership Guidelines: Yes
Recoupment Policy: Yes
No Pledging Policy: Yes
Utilize Performance Restricted Stock Units: Yes

Corporate Governance

(See pages 6 to 16)

Eight Director Nominees:

Mark G. Foletta (Independent)
R. Jeffrey Harris (Independent)
Michael M.E. Johns (Independent)
Martha H. Marsh (Independent)
Susan R. Salka (Management)
Andrew M. Stern (Independent)
Paul E. Weaver (Independent)
Douglas D. Wheat (Independent)

Director Term: One Year
Director Election: Majority of votes cast
Proposal 1: The Board recommends a vote “FOR” each of the director nominees.
Director Attendance at 2016 Annual Meeting: 100%
Board Meetings in 2016: 6
Director Attendance at Board and Committee Meetings: One director absence from a telephonic Board meeting
Standing Board Committees (Meetings in 2016):

Audit Committee (9)
Compensation and Stock Plan Committee (6)
Corporate Governance Committee (4)
Executive Committee (4)

Corporate Governance Materials:

Board Communication: 12400 High Bluff Drive, San Diego, California 92130, Attn: Corporate Secretary

Other Items to be Voted on

  • Proposal 2: Advisory Vote to Approve Executive Compensation 
  • Proposal 3: Advisory Vote on Frequency of Vote on Executive Compensation 
  • Proposal 4: Approval of our 2017 Senior Executive Incentive Bonus Plan 
  • Proposal 5: Approval of our 2017 Equity Plan 
  • Proposal 6: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm

The Board recommends a vote “FOR” Proposals 2, 4, 5 and 6 and “FOR” Every Year on Proposal 3.


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