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 14, 2019

 

 

 

Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its charter)

 

 

Delaware	0-33169	13-4066229
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CCRN		The NASDAQ Stock Market

 

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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 14, 2019, 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 2020 or until their successors are duly elected and qualified was approved with the following vote:

 

Director		For		Withheld		Broker Non-votes
Kevin C. Clark		31,120,311		342,270		2,904,507
W. Larry Cash		30,722,438		740,143		2,904,507
Thomas C. Dircks		30,835,998		626,583		2,904,507
Gale Fitzgerald		25,728,171		5,734,410		2,904,507
Darrell S. Freeman, Sr.		30,829,876		632,705		2,904,507
Richard M. Mastaler		25,543,977		5,918,604		2,904,507
Mark Perlberg		31,161,844		300,737		2,904,507
Joseph A. Trunfio, PhD		25,512,915		5,949,666		2,904,507

 

(ii) The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was approved as follows:

 

For		Against		Abstentions		Broker Non-Votes
34,240,504		111,097		15,487		0

 

(iii) 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
30,829,969		628,569		4,043		2,904,507

 

 

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
Dated:	May 15, 2019		Executive Vice President and Chief Financial Officer