Form 8-K CROSS COUNTRY HEALTHCARE For: May 17

May 18, 2022 3:01 PM EDT

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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 17, 2022
 graphic
 
 
 
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, Florida 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 17, 2022, 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 2023 or until their successors are duly elected and qualified was approved with the following vote:
 Director
 
For
   
Against
   
Abstentions
   
Broker
Non-Votes
 
Kevin C. Clark
   
29,136,536
     
   647,511
     
11,029
     
3,066,348
 
W. Larry Cash
   
29,080,417
     
   703,625
     
11,034
     
3,066,348
 
Thomas C. Dircks
   
28,683,761
     
1.100,270
     
11,045
     
3,066,348
 
Gale Fitzgerald
   
28,586,343
     
1,197,812
     
10,921
     
3,066,348
 
Darrell S. Freeman, Sr.
   
29,634,784
     
   146,257
     
14,035
     
3,066,348
 
John A. Martins
   
29,477,204
     
   306,828
     
11,044
     
3,066,348
 
Dr. Janice E. Nevin, MD, MPH
   
28,994,071
     
   789,899
     
11,106
     
3,066,348
 
Mark Perlberg, JD
   
28,979,521
     
   804,530
     
11,025
     
3,066,348
 


(ii) The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved as follows:

 
For
 
 
Against
 
Abstentions
   
Broker Non-Votes
 
32,817,093
 
37,269
 
   7,062
   
0


(iii) The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set forth below:

 
For
 
 
Against
 
Abstentions
   
Broker Non-Votes
 
28,583,660
 
731,409
 
480,007
   
3,066,348

 
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 18, 2022
By:
/s/ William J. Burns
 
 
 
 
William J. Burns
 
 
 
Executive Vice President & Chief Financial Officer





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