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 16, 2023
 graphic
 
 
 
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.)
 
6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 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 LLC

 
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 16, 2023, 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 2024 or until their successors are duly elected and qualified was approved with the following vote:
 Director
 
 
For
 
Against
 
Abstentions
 
Broker
Non-Votes
 
Kevin C. Clark
 
28,128,854
 
1,069,398
 
12,112
 
2,152,693
 
Dwayne Allen
 
29,173,272
 
     24,822
 
12,270
 
2,152,693
 
Venkat Bhamidipati
 
29,173,126
 
     25,150
 
12,088
 
2,152,693
 
W. Larry Cash
 
27,669,744
 
1,528,548
 
12,072
 
2,152,693
 
Gale Fitzgerald
 
23,911,647
 
5,286,687
 
12,030
 
2,152,693
 
John A. Martins
 
28,596,103
 
   602,048
 
12,213
 
2,152,693
 
Dr. Janice E. Nevin, MD, MPH
 
27,860,406
 
1,337,828
 
12,130
 
2,152,693
 
Mark Perlberg, JD
 
27,930,509
 
1,267,541
 
12,314
 
2,152,693
 
                       
(ii) The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved as follows:
 
For
 
 
Against
 
Abstentions
   
Broker Non-Votes
 
30,971,030
 
239,556
 
   152,471
   
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
 
28,268,309
 
473,260
 
468,795
   
2,152,693

(iv) 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
27,314,282
 
7,282
 
1,743,102
 
145,698
 
2,152,693


Item 9.01 
Financial Statements and Exhibits
                                     
(d) Exhibits

  Exhibit Description
     
  104   
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
 
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 18, 2023
By:
/s/ William J. Burns
 
 
 
 
William J. Burns
 
 
 
Executive Vice President & Chief Financial Officer