Cross Country Healthcare (CCRN) Proxy filing summary

Executive summary

• A definitive agreement was reached for an all-cash acquisition at $13.25 per share, valuing the transaction at $437 million, representing a 31% premium to the closing price and 45% to the 90-day average price as of May 6, 2026.

• Upon closing, the company will become a privately held subsidiary of the acquirer and will be delisted from Nasdaq.

• The transaction is expected to close in Q3 2026, subject to shareholder and regulatory approvals.

• The company’s board unanimously approved the merger, citing fairness and best interests for shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; approval by a majority of outstanding shares is required.

• The 2026 annual meeting and all previously proposed proxy items have been canceled and withdrawn due to the pending merger.

Board of directors and corporate governance

• The board recommended the merger and resolved to submit it to shareholders for approval.

• Post-merger, the board and officers of the surviving corporation will be those of the acquirer’s subsidiary.

• The certificate of incorporation and bylaws will be amended and restated at closing.