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AMN HEALTHCARE SERVICES INC

For the period ended May 2, 2025. Filed Mar 18, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 2, 2025 · Filed Mar 18, 2025

AMN$36.19-23.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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AMN HEALTHCARE SERVICES, INC.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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A Letter from Our CEO

Dear AMN Healthcare Shareholders,

2024 was a challenging year as our industry continued to adjust to lower market demand from the height of the pandemic, strong competitive pressures, and our clients’ desires to evolve their workforce staffing models. These challenges were reflected in our financial results for 2024 and ultimately our total shareholder return.

Healthcare providers are increasingly focused on transparency, control, technology enablement, and cost efficiency of their workforce and staffing processes as they look for sustainable solutions to the expected shortages of physicians and nurses. They also have displayed a strong interest in a broad range of solution offerings, including both vendor neutral and managed service provider (“MSP”) staffing management models. At the same time, clinicians have voiced their desire for a more rewarding work experience and greater flexibility.

In response to both the overall industry environment and the needs of our clients and clinicians we have rightsized our company to match the current environment while simultaneously positioning ourselves to meet the needs of our customers both now and in the future. We automated, streamlined and restructured our service lines to better serve our clients. We also made the difficult decision to reduce our corporate employee workforce to reflect the normalized level of market demand we are seeing today.

Our business transformation entered an exciting phase as we launched and scaled several best-in-class technology solutions to help our clients with new ways to manage and staff their workforce while strengthening many of our existing service offerings to regain market leadership through a renewed focus on driving operational improvements and delivery of the full-suite of our solutions to our clients. Through innovation and digitization of our solutions, strong financial discipline, and organizational restructuring, we believe we have positioned ourselves for growth as our markets showed signs of stabilization at the end of 2024.

Tech-Enabled Workforce Management Innovations

As the leader in total talent solutions, we continue to enhance our tech-enabled platforms and implement process efficiencies to provide both our clients and clinicians with one of the most complete workforce solutions in the industry. In 2024, we invested in developing and implementing an industry leading technology platform, WorkWise, an omnichannel decision intelligence platform that streamlines workforce processes, empowering our clients to source cost-effective talent through predictive scheduling and advanced workforce management. Process transparency and efficiency, client control, and cost effectiveness are the hallmarks of this advancement in workforce management platform.

We have made significant strides in client adoption of ShiftWise Flex, our leading vendor management system (VMS), which enables real-time decision-making for our clients via the market insights tool and seamlessly integrates with the AMN Passport mobile app for candidate ease and flexible cost-effective staffing for clients. In 2024, we deployed ShiftWise Flex to nearly all our existing customers and attracted new clients by elevating our competitive stance.

We have also made several enhancements to Passport, including Passport Pre-Check, an online interface enabling clinicians to select their ideal job preferences and auto-submit their profile, reducing placement times for clients while allowing ease and self-service for clinicians; and Locums Passport, an interface that expands the modalities in this industry leading candidate app into the growing locum tenens sector.

Our focus on operational improvements throughout each of our operating segments has resulted in measurable reduced time-to-fill along with improved fill rates.

While there is still work to be done, our progress in 2024 created momentum for 2025, positioning us to expand our technology platforms, strengthen our portfolio, and focus on margin improvement.

Strong Leadership and Governance

To support AMN’s growth strategy, in July 2024, we welcomed Jim Hinton to our Board. Jim has decades of experience leading major healthcare systems as well as significant Board experience that will benefit our Board and leadership team as we work to empower the future of healthcare.

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In November 2024, we welcomed Brian Scott back as our Chief Financial and Operating Officer. In this role, Brian will lead our finance and enterprise operating functions as the Company both continues its transformation and realizes the benefits of automation and operational efficiency initiatives undertaken over the past two years.

As previously announced, Doug Wheat retired from his position as Chairman of the Board and was appointed Chair Emeritus, in recognition and appreciation of his 25 years of distinguished leadership and service to AMN. On behalf of the Board, I would like to thank Doug for his dedicated service and innumerable contributions to AMN and its leadership teams over the years. Mark Foletta was elected the new Chairman of the Board. Mark is a highly respected retired healthcare executive and experienced Board Director. His deep leadership and Board experience will benefit AMN Healthcare as we focus on growth.

A Culture of Service and Engagement

Our mission of Empowering the Future of Care is driven by our shared commitment with our clients to operate responsibly and improve access to health care. We strive to meet the evolving needs of our clients by focusing on bridging the gaps in healthcare access by growing the healthcare talent pipeline to provide industry-leading, total talent solutions to our clients.

On behalf of the entire Board, thank you for choosing to invest in AMN and for your continued trust in our Board and our leadership team as we guide the Company through this exciting phase in our evolution.

We thank you for your support and invite you to review the information in this proxy statement and to attend our Annual Meeting of Shareholders, which will be conducted virtually on May 2, 2025, at 8:30 a.m. Central Time. We cordially invite you to join us and have included instructions for participating in our Annual Meeting under the General Information section of this proxy statement.

Gratefully Yours,

Cary Grace

President and Chief Executive Officer​

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ContentsView on SEC.gov

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