Proxy Statement Summary

Proxy Statement Summary

To assist with your review, this summary highlights some key information that is contained throughout this proxy statement. It does not include all of the information you should consider. We recommend you read the entire proxy statement before casting your vote. Our proxy statement and other proxy materials are first being made available to our shareholders on or about March 8, 2018.

GENERAL INFORMATION

(See pages 2 to 5)

Annual Meeting of Shareholders
Wednesday, April 18, 2018
8:30 a.m. Central Time
8840 Cypress Waters Boulevard
Dallas, Texas 75019

Record Date: February 21, 2018
Stock Symbol: AMN
Exchange: NYSE
Common Stock Outstanding: 47,818,707
Transfer Agent: American Stock Transfer and Trust
Company, LLC
State of Incorporation: Delaware
Year of Incorporation: 1997
Public Company Since: 2001
Company Website: www.amnhealthcare.com

 

CORPORATE GOVERNANCE

(See pages 15 to 25)

Proposal 1: The Board recommends a vote “FOR” each of the eight director nominees listed below:

Mark G. Foletta (Independent)
R. Jeffrey Harris (Independent)
Michael M.E. Johns, M.D. (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
2017 Annual Meeting Attendance: 100%
Board Meetings in 2017: 6
Director Attendance in 2017: 1 director absent from 1 board meeting; 2 directors absent from 1 committee meeting
Standing Board Committees (Meetings in 2017):

– Audit Committee: 9
– Compensation and Stock Plan Committee: 6
– Corporate Governance Committee: 5
– Executive Committee: 2

Corporate Governance Materials:
http://amnhealthcare.investorroom.com/corporategovernance

EXECUTIVE COMPENSATION

(See pages 28 to 61)

Susan R. Salka (CEO since 2005)
CEO 2017 Total Direct Compensation
Salary: $835,577
Annual Performance Bonus: $548,078
Long-Term Equity Awards: $2,299,955
All Other Compensation: $197,357
Total Compensation: $3,880,967

2017 Compensation Highlights

  • 73% of 2017 CEO Pay = Incentive compensation (cash and equity) tied to financial performance and shareholder return
  • Granted performance restricted stock units based on 2019 adjusted EBITDA margin (representing 35% of total equity value granted)
  • Granted performance restricted stock units based on total shareholder return over a three-year period ending December 31, 2019

Pay Aligned with Performance: Yes
Stock Ownership Guidelines: Yes
Recoupment Policy: Yes
No Pledging Policy: Yes

OTHER ITEMS TO BE VOTED ON

(See pages 62 to 66)

  • Proposal 2: Advisory Vote to Approve Executive Compensation
  • Proposal 3: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm
  • Proposal 4: Shareholder Proposal to Lower Threshold to 10% to Call a Special Meeting of Shareholders

The Board recommends a vote “FOR” Proposals 2 and 3, and “AGAINST” Proposal 4.

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