View:
Download DOC
Download PDF
Download XLS
Download XBRL
ccrn-20240514
0001141103FALSE00011411032024-05-142024-05-14

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, 2024
https://cdn.kscope.io/765afeb185d1b674cb5bba6f41db29af-Filing - Cross Country full logo_2-2024.jpg
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, 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 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 14, 2024, 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 2025 or until their successors are duly
elected and qualified was approved with the following vote:

                                                               Director                         For                          Against                         AbstentionsBroker
Non-Votes
Kevin C. Clark28,900,538796,2414,2071,934,784
Dwayne Allen29,624,10272,6874,1971,934,784
Venkat Bhamidipati29,533,68373,84493,4591,934,784
W. Larry Cash28,928,170768,6264,1901,934,784
Gale Fitzgerald25,145,5714,461,98193,4341,934,784
John A. Martins29,041,721563,56595,7001,934,784
Dr. Janice E. Nevin, MD, MPH28,814,626882,1964,1641,934,784
Mark Perlberg, JD28,354,7301,342,0674,1891,934,784

(ii) The ratification of the appointment of Deloitte & Touche as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2024 was approved as follows:

                         For
Against		                         AbstentionsBroker Non-Votes
31,129,700495,36610,7040

(iii) The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set
forth below:
                         For
Against		                         AbstentionsBroker Non-Votes
28,173,2571,401,470126,2591,934,784

(iv) The approval of the Company's 2024 Omnibus Incentive Plan was approved as follows:
                         For
Against		                         AbstentionsBroker Non-Votes
27,695,6321,872,698132,6561,934,784



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 15, 2024By:/s/ William J. Burns
   Name: William J. Burns
   Title: Executive Vice President & Chief Financial Officer