AMN HEALTHCARE SERVICES INC
For the period ended May 1, 2026. Filed Mar 18, 2026.
View on SEC.govAbout this filing
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 1, 2026 · Filed Mar 18, 2026
Contents
Proxy Voting Roadmap
10 | AMN Healthcare
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, 2026.
PROPOSAL 1
Election of Our Directors
Directors at a Glance
| | The Board of Directors recommends a vote “FOR” the election of each of the director nominees. | | | See page 14 | |
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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 2025, 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.
2025 CEO Target Compensation Mix
| | The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “SEC”). | | | See page 51 | |
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12 | AMN Healthcare
PROPOSAL 3
Ratification of the Appointment of Our Independent Registered Public Accounting Firm
In March 2026, 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, 2026. 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 91 and “Report of the Audit Committee of the Board of Directors” on page 91. Representatives of KPMG are expected to participate in the 2026 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.
| | The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | | | See page 90 | |
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PROPOSAL 4
Approval of Amendment No. 1 to the AMN Healthcare 2025 Equity Plan
On March 13, 2025, the Board adopted the AMN Healthcare 2025 Equity Plan (the “Equity Plan”), which was subsequently approved by the Company’s shareholders on May 2, 2025. The Equity Plan replaced the AMN Healthcare 2017 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 3, 2026, the Board approved, subject to shareholder approval, Amendment No. 1 to the AMN Healthcare 2025 Equity Plan (the “Proposed Amendment”). The Proposed Amendment provides the Company with an additional 1,420,000 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 Equity Plan). The Board is submitting the Proposed Amendment to the shareholders for their approval at the Annual Meeting.
| | The Board of Directors recommends a vote “FOR” the approval of Amendment No. 1 to the AMN Healthcare 2025 Equity Plan. | | | See page 93 | |
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PROPOSAL 5
Shareholder Proposal
| | The Board of Directors recommends a vote “AGAINST” this proposal. | | | See page 101 | |
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