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. ☐
(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
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For
|
Against
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Withheld
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Broker
Non-votes
|
|
William
J. Grubbs
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29,353,006
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0
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330,040
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4,748,161
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W.
Larry Cash
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29,095,217
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0
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587,829
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4,748,161
|
|
Thomas
C. Dircks
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29,208,878
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0
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474,168
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4,748,161
|
|
Gale
Fitzgerald
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29,546,512
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0
|
136,534
|
4,748,161
|
|
Richard
M. Mastaler
|
29,549,501
|
0
|
133,545
|
4,748,161
|
|
Mark
Perlberg
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29,547,473
|
0
|
135,573
|
4,748,161
|
|
Joseph
A. Trunfio, PhD
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29,088,710
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0
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594,336
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4,748,161
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|
|
|
|
|
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(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
|
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0
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(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
|
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1,378,369
|
|
1,892
|
|
4,748,161
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(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
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(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
|
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3 year
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Abstentions
|
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Broker Non-Votes
|
|
25,532,373
|
|
47,706
|
|
4,100,189
|
|
2,778
|
|
4,748,161
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2
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.
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CROSS COUNTRY HEALTHCARE, INC.
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|
|
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Dated: May
24, 2017
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By:
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/s/
William
J. Burns
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William J.
Burns
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EVP & Chief Financial Officer |
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3