Washington, D.C.  20549









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)


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 



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







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.


    By: /s/ William J. Burns  
      William J. Burns  
Dated: May 15, 2019   Executive Vice President and Chief Financial Officer