AMN Healthcare Services (AMN) Proxy Filing summary

Executive summary

• Revenue for 2025 was $2.73 billion, with adjusted EBITDA of $234 million and free cash flow of $269 million; net debt was reduced by $285 million, and leverage remained at a comfortable level.

• Market share grew in travel nurse and allied staffing, with client satisfaction scores reaching 92% and Net Promoter Score rising 28 points.

• The company is positioned in a ~$40 billion market, serving over 2,300 healthcare systems, and continues to invest in technology and innovation to drive growth and efficiency.

• Five strategic pillars guide operations: client differentiation, tech-enabled solutions, clinician engagement, next-gen operations, and future-ready talent.

• Technology platforms such as WorkWise, ShiftWise Flex, and AMN Passport are central to operational improvements and clinician engagement, with over 340,000 clinicians registered on Passport.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: election of nine directors, advisory approval of executive compensation, ratification of KPMG as auditor, approval of an amendment to the 2025 Equity Plan, and a shareholder proposal for an independent board chair.

• The Board recommends voting FOR all management proposals and AGAINST the shareholder proposal.

Board of directors and corporate governance

• Nine directors are nominated, with a focus on diverse backgrounds and expertise in healthcare, finance, technology, and governance.

• Robust governance practices include annual director elections, majority voting, board tenure policy, proxy access, and no poison pill.

• Board refreshment is ongoing, with 67% of nominees serving less than six years and an average tenure of less than five years.

• The Board maintains an independent chair and all committees are chaired by independent directors.