AMN HEALTHCARE SERVICES INC

​

Proxy Voting Roadmap

The summary below highlights certain information that may be found elsewhere in this proxy statement. We encourage you to read the entire proxy statement before casting your vote. Our proxy statement and related materials are first being made available to our shareholders on or about March 18, 2025.

PROPOSAL 1

Election of Our Directors

Directors at a Glance

​

PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation

Our executive compensation program adopts a pay-for-performance philosophy structured to balance near-term results with the Company’s long-term success that enables us to attract, retain and appropriately reward our executive team for delivering shareholder value. The Executive Compensation portion of this proxy statement contains a detailed description of our compensation philosophy and programs, the compensation decisions made under those programs with regard to our named executive officers (“NEOs”) for 2024, and the factors considered by the Talent and Compensation Committee in making those decisions. The Board of Directors recommends shareholder approval of the compensation paid to our NEOs as disclosed in this proxy statement.

2024 CEO Target Compensation Mix

PROPOSAL 3

Ratification of the Appointment of Our Independent Registered Public Accounting Firm

In March 2025, the Audit Committee appointed KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. KPMG has been retained as the Company’s independent registered public accounting firm continuously since 2001. The Audit Committee is directly involved in the annual review and engagement of KPMG to ensure continuing audit independence, and the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. See “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” on page 87 and “Report of the Audit Committee of the Board of Directors” on page 87. Representatives of KPMG are expected to participate in the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), where they will be available to respond to appropriate questions and, if they desire, to make a statement.

PROPOSAL 4

Approval of the AMN Healthcare 2025 Equity Plan

On February 24, 2017, the Board adopted the AMN Healthcare 2017 Equity Plan (the “2017 Equity Plan”), which was subsequently approved by the Company’s shareholders on April 19, 2017. The 2017 Equity Plan replaced the Company’s 2012 Equity Plan and any prior version thereof with respect to the grant of new awards from and after the effective date. In order to continue to provide qualified employees, officers, non-employee directors, and other service providers with stock-based incentives, on March 13, 2025, the Board approved, subject to shareholder approval, the AMN Healthcare 2025 Equity Plan (the “Proposed Equity Plan”). The Proposed Equity Plan provides the Company with an additional 1,710,000 shares of the Company’s common stock, $0.01 par value (“Common Stock”) that may be used for the grant of stock-based awards (in addition to shares that remain available for grant under the 2017 Equity Plan). In addition, as compared to the 2017 Equity Plan, the Proposed Equity Plan introducing minimum vesting requirements and updated share recycling mechanics. The Board is submitting the Proposed Equity Plan to the shareholders for their approval at the Annual Meeting.

PROPOSAL 5

Shareholder Proposal