Blueprint
 

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 24, 2017
 
______________
 
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.)
 
5201 Congress Avenue, Suite 100B, 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))
 
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 5.07. Submission of Matters to a Vote of Security Holders
 
(a) 
On May 23, 2017, 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 2018 or until their successors are duly elected and qualified was approved with the following vote:
 
 Director
 
For
 
 
 
Against
 
 
Withheld
 
 
Broker
Non-votes
 
William J. Grubbs
  29,353,006 
  0 
  330,040 
  4,748,161 
W. Larry Cash
  29,095,217 
  0 
  587,829 
  4,748,161 
Thomas C. Dircks
  29,208,878 
  0 
  474,168 
  4,748,161 
Gale Fitzgerald
  29,546,512 
  0 
  136,534 
  4,748,161 
Richard M. Mastaler
  29,549,501 
  0 
  133,545 
  4,748,161 
Mark Perlberg
  29,547,473 
  0 
  135,573 
  4,748,161 
Joseph A. Trunfio, PhD
  29,088,710 
  0 
  594,336 
  4,748,161 
 
    
    
    
    
 
(ii)
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
34,398,753
 
29,036
 
3,418
 
0
 
(iii)
The amendment and restatement of the Company’s 2014 Omnibus Incentive Plan was approved as follows:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
28,302,785
 
1,378,369
 
1,892
 
4,748,161
 
(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
29,019,916
 
660,655
 
2,475
 
4,748,161
 
(v)
The frequency periods for future non-binding stockholder advisory votes on the Company’s named executive officer compensation received the votes set forth below:
 
1 year
 
2 year
 
3 year
 
Abstentions
 
Broker Non-Votes
25,532,373
 
47,706
 
4,100,189
 
2,778
 
4,748,161
 
 

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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.
 
 
 
 
 
Dated:  May 24, 2017
By:  
/s/  William J. Burns
 
 
 
William J. Burns
 
 
 
EVP & Chief Financial Officer
 
 
 
 
 

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