UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 9, 2024
| AMN HEALTHCARE SERVICES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-16753 | 06-1500476 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2999 Olympus Boulevard, Suite 500 Dallas, Texas 75019 | ||
| (Address of principal executive offices) (Zip Code) | ||
| (866) 871-8519 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
| Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | AMN | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 9, 2024, Douglas D. Wheat, the Chairman of the Board of Directors (the “Board”) of AMN Healthcare Services, Inc. (the “Company”) notified the Company and the Board that he will not stand for re-election at the Company’s 2025 annual meeting of shareholders (the “2025 Annual Meeting”), at which time he will retire from the Board. Mr. Wheat’s decision not to stand for re-election is not because of a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.
On November 11, 2024, the Company also announced that the Board has appointed Mark G. Foletta, a member of the Board since 2012, to serve as Chairman of the Board, effective as of the completion of the 2025 Annual Meeting, subject to his re-election to the Board at the 2025 Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMN Healthcare Services, Inc. | |||
Date: November 12, 2024 | By: | /s/ Cary Grace | |
| Name: | Cary Grace | ||
| Title: | Chief Executive Officer | ||
