Morning, ladies and gentlemen, welcome to the 2026 annual meeting of shareholders of AMN Healthcare Services, Inc. I am Mark Foletta, Chair of the Board of Directors of AMN Healthcare. I would like to introduce the company's Director nominees who are all present today. Mr. Caballero, Ms. Fontenot, Mr. Palmer, Mr. Hinton, Ms. Huber, Ms. Jones, and Ms. Trent-Adams.
Other than Mr. Palmer, each a Director of the company, as well as Ms. Grace, also a Director and the Chief Executive Officer of the company. Before we begin, I would like to first call your attention to the rules of conduct for the meeting, which have been posted to our investor relations website and the virtual annual meeting website.
In the virtual meeting website, you can review the rules of conduct by clicking on the button titled Materials and then clicking on the link to open the document in a web browser. Any remarks or questions must be related to the agenda of today's meeting and on the topic of the proposal being presented.
Shareholders may submit questions by clicking on the Q&A button towards the bottom right of the screen and entering your question in the field titled Submit a Question. I would now like to explain for the benefit of shareholders the mechanics of the proxy process as it relates to the annual meeting. Shareholders unable to attend the meeting have the opportunity to participate in matters before the meeting through the proxy process.
Shareholders' proxies received in time to be voted at the meeting will be voted according to the shareholder's instructions together with any vote cast at this meeting. Ms. Fontenot, Ms. Jones, and I have been appointed as proxy agents for all shareholders of the company who have properly returned their proxy cards representing shares to be voted at this meeting.
The record date for the shareholders entitled to notice of and to vote at this meeting was March 3rd, 2026 . The notice and proxy materials were mailed to all shareholders of record as of such date. The corporate secretary has advised me that proxies representing 88.6% of the company's outstanding shares of stock entitled to vote at this meeting have thus far been received.
As this represents more than a majority of the outstanding shares of stock entitled to vote at the meeting, I declare that a quorum is present, that the meeting is duly qualified to transact business, and the meeting is called to order. For the orderly conduct of the meeting, arrangements have been made for Ms. Fontenot to make a motion with respect to the proposals before this meeting and then seconded by Ms. Jones.
The proposals are explained in detail in our proxy statement. I will now explain to you the agenda of the annual meeting. As stated in the notice of meeting and further described in the proxy statement, there are five items of business on the agenda. Each item will be presented, followed by an opportunity for discussion on the proposal.
The polls are now open and will remain open until all items of business have been presented and discussed. At this time, I wish to appoint the company's Chief Legal Officer and Corporate Secretary, Whitney M. Laughlin, as the Inspector of Election to count the ballots and report the results of the voting.
We will begin the election of the nine directors to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified. Your board of directors recommends the election of the nominees set forth in the proxy.
I hereby nominate the following persons to serve as directors of the company until the next annual meeting or until their successors are duly elected and qualified. Jorge A. Caballero, Mark G. Foletta, Teri G. Fontenot, Cary Grace, Eric Palmer, Jim Hinton, Celia P. Huber, Daphne E. Jones, and Sylvia Trent-Adams.
I second the nominations.
There being no further nominations, I shall entertain a motion that the nominations be closed.
I move that the nominations be closed.
I second the motion.
The second proposal to be considered and voted upon is the proposal to approve the compensation of the company's named executive officers. This proposal is a non-binding shareholder advisory vote. The company's executive compensation is discussed in the proxy statement. Your board of directors recommends you vote for the approval of the compensation of the company's named executive officers.
I move that the compensation of the company's named executive officers, as disclosed in the proxy statement pursuant to the compensation disclosure rules of the SEC, be approved.
I second the motion.
The third proposal to be considered and voted upon is the proposal to ratify the appointment by the company's board of directors of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. Your board of directors recommends that you vote for the ratification of the appointment of KPMG as our independent registered public accounting firm.
I hereby move to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026.
I second the motion.
The fourth proposal to be considered and voted upon is the proposal to approve amendment Number 1 to the AMN Healthcare 2025 Equity Plan. Your board of directors recommends that you vote for the approval of amendment Number 1 to the AMN Healthcare 2025 Equity Plan.
I hereby move to approve amendment Number 1 to the AMN Healthcare 2025 Equity Plan.
I second the motion.
Mr. John Cheveden has provided notice to present a proposal for consideration at this meeting. Would our operator please open the line for Mr. Cheveden or his representative? Mr. Cheveden, your line is now open.
Hello, this is John Cheveden, Proposal 5, independent board chairman. Charles requested the board of directors adopt an enduring policy and amend the governing documents, including the corporate governance guidelines, in order that two separate people hold the office of the chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director.
A lead director shall not be a substitute for an independent board chairman. Board shall have the discretion to select an interim chairman of the board who is not an independent director to serve while the board is required to seek an independent chairman of the board on an accelerated basis. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence.
This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and profitability. Now could be a good time for this policy since AMN Healthcare Services stock was at $129 in 2021 and is at only $20 now in spite of a robust stock market. Please vote yes. Independent board chairman, Proposal 5.
Thank you. This being all the items of business to be taken up at the meeting, we open up the floor for any questions or discussion on any of the foregoing proposals.
The first question: regarding the travel nurse segment, a major revenue driver, which has faced sustained weakness, are there factors that suggest a turnaround?
For the travel nurse segment, you saw both the industry and AMN's travel nurse business experience the highest level of growth during the pandemic due to increased demand. What you saw subsequent to the pandemic is a reset, a corresponding reset in that business. In 2025, what we saw is a stabilization and stabilizing trends in demand and bill rate.
The 2025 wasn't a straight line. We saw a little bit of a pause mid-year as some healthcare policies were being really focused on for our clients. As we ended the year, we started to see some of that demand recover in travel nurse. For AMN, specifically in that business, we have seen in 2025 an increase in our fill rates due to our efforts around automation and tech enablement. We are seeing post-pandemic, after a very significant reset, some continued signs of stabilization in that business.
Next question. Please give two examples of efforts to expand into technology solutions.
Two examples of our expansion into technology solutions. The first is the introduction of our WorkWise solution set, which is a comprehensive total talent solutions platform for healthcare organizations. We, as part of that WorkWise solution set in 2025, introduced our event management solution, which is geared towards supporting labor disruption events. We used that technology extensively as we ended 2025 and into 2026 very successfully for some of our most important clients.
The second technology example that we have expanded into is the expansion of our clinician application called Passport. In 2025, we expanded both the user base of Passport, but also the capabilities in Passport, including enhanced self-service capabilities, as well as putting our physicians onto that application.
Thank you. I've been informed that there are no more questions related to the formal agenda in compliance with our meeting rules. There being no other matters of shareholder business having been properly brought before this annual meeting in accordance with our bylaws and no further discussion, the polls will now be closed. We will now turn to the voting results. Ms. Laughlin, will you please report the results of the voting?
The preliminary results, based on the voting of shares represented by valid proxies on file and tabulated at the meeting this morning, shows that each of the nominees for election to the board have been duly elected, that the compensation of the named executive officers has been approved by advisory vote, that the proposal to ratify the Board of Directors appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, is adopted, and that the proposal to approve amendment Number 1 to the AMN Healthcare 2025 Equity Plan is approved. The shareholder proposal entitled Independent Board Chairman did not pass and is dismissed.
If there is no further business, I will entertain a motion to adjourn.
I move that the motion be adjourned. Sorry, the meeting be adjourned.
I second the motion.
Will those in favor please say aye? Aye.
Aye.
Aye.
Any opposed? The meeting is adjourned. Thank you.
Okay, you can start me, 'cause I can't read.
The meeting has now concluded. Thank you for joining, and have a pleasant day.