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 22,
2018
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its
charter)
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Delaware
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0-33169
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13-4066229
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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5201 Congress Avenue, Suite 100B, Boca Raton, FL 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)
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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §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 22, 2018,
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 2019 or until their successors are duly elected and
qualified was approved with the following vote:
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Director
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For
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Against
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Withheld
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Broker
Non-votes
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William
J. Grubbs
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31,601,934
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0
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450,991
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2,374,226
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W.
Larry Cash
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31,413,304
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0
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639,621
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2,374,226
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Thomas
C. Dircks
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31,644,089
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0
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408,836
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2,374,226
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Gale
Fitzgerald
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31,496,931
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0
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555,994
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2,374,226
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Richard
M. Mastaler
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31,819,300
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0
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233,625
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2,374,226
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Mark
Perlberg
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31,880,891
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0
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172,034
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2,374,226
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Joseph
A. Trunfio, PhD
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31,395,542
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0
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657,383
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2,374,226
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(ii)
The appointment of
Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2018 was approved as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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34,320,683
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92,724
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13,744
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0
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(iii)
The compensation of
named executive officers was approved, on an advisory (non-binding)
basis, by the votes set forth below:
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For
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Against
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Abstentions
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Broker Non-Votes
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31,689,180
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352,623
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11,122
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2,374,226
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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.
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CROSS COUNTRY HEALTHCARE, INC.
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Dated:
May
22, 2018
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By:
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/s/
Christopher
R. Pizzi
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Name:
Christopher R. Pizzi
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Title: SVP, Chief Financial Officer |
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