8K-051314

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 13, 2014
______________
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its charter)
______________

Delaware
0-33169
13-4066229
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
6551 Park of Commerce Blvd., N.W., Boca Raton, FL 33487
(Address of Principal Executive Office) (Zip Code)
(561) 998-2232
(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:
¨ 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))







Section 5 - Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders
(a)
On May 13, 2014, the Company held its Annual Meeting of Stockholders (“Annual Meeting”).

(b)
The following items of business were voted upon by stockholders at the Annual Meeting:

(i) A proposal to elect the directors listed below for a one year term ending in 2015 and until their successors are duly elected and qualified was approved with the following vote:
 Director
 
For
 

Against
 
Withheld
 
Broker
Non-votes
William J. Grubbs
 
26,175,109
 
0
 
586,432
 
2,274,507
W. Larry Cash
 
23,525,552
 
0
 
3,235,989
 
2,274,507
Thomas C. Dircks
 
26,317,492
 
0
 
444,049
 
2,274,507
Gale Fitzgerald
 
23,803,463
 
0
 
2,958,078
 
2,274,507
Richard M. Mastaler
 
26,347,927
 
0
 
413,614
 
2,274,507
Joseph A. Trunfio, PhD
 
26,074,815
 
0
 
686,726
 
2,274,507

(ii)
The approval of amendment and restatement of the Company’s 2007 Stock Incentive Plan (amended and restated effective March 20, 2013), which will be renamed the 2014 Omnibus Incentive Plan was approved as follows:

For
 

Against
 
Abstentions
 
Broker Non-Votes
25,612,650
 
1,126,383
 
22,508
 
2,274,507

(iii)
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved as follows:

For
 

Against
 
Abstentions
 
Broker Non-Votes
28,072,138
 
926,167
 
37,743
 
0

(iv)
The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set forth below:

For
 

Against
 
Abstentions
 
Broker Non-Votes
26,493,881
 
243,837
 
23,823
 
2,274,507





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.

 
CROSS COUNTRY HEALTHCARE, INC.
 
 
 
 
 
 
 
By:
/s/ William J. Burns
 
 
William J. Burns
Chief Financial Officer
 
 
Dated:  May 15, 2014