Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 17, 2020, the Board of Directors (the "Board") of AMN Healthcare
Services, Inc. (the "Company") adopted an amendment to Article 2, Section 2.3 of
the Company's Amended and Restated Bylaws (the "Bylaws") to establish an
"ownership" requirement for stockholders seeking to call a special meeting. The
Company's Bylaws formerly required stockholders seeking to call a special
meeting to be holders of record of not less than twenty percent (20%) of the
Company's outstanding voting shares. The amendment added to this section
requires stockholders seeking to call a special meeting to "own" in the
aggregate not less than twenty percent (20%) of the Company's common stock. The
Board decided to define "own" for the purposes of meeting the requirements
necessary to call a special meeting of stockholders consistent with the
determination of ownership under the proxy access provisions of the Bylaws,
which generally exclude derivative and borrowed securities and unsettled shares.
The Board also amended Article 9, Section 9.1 (Books and Records) to comport
with changes made to the Delaware General Corporation Law and made certain other
non-substantive changes. This summary of the Bylaw amendments is qualified in
its entirety by reference to the full text of the Bylaws, which are filed as
Exhibit 3.1 to this Current Report on Form 8-K and are incorporated into this
filing by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Ninth Amended and Restated Bylaws of AMN Healthcare Services, Inc.
dated January 17, 2020 furnished pursuant to Item 5.03 of this Current
Report on Form 8-K.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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