Cross Country Healthcare (CCRN) Proxy filing summary

Executive summary

• A definitive merger agreement was signed on May 6, 2026, for the acquisition of the company by KL Criss Cross Intermediate, LLC, with the company becoming a wholly-owned subsidiary of Parent upon completion of the merger.

• Shareholders will receive $13.25 in cash per share, representing a 31% premium to the closing price on May 6, 2026, and a 45% premium to the 90-day volume-weighted average price.

• The board of directors unanimously approved the merger, deeming it fair and in the best interests of shareholders, and recommends voting in favor of all proposals at the special meeting.

• The special meeting to vote on the merger is scheduled for July 16, 2026, with a record date of June 12, 2026.

• The merger is expected to close in the third quarter of 2026, subject to shareholder approval and regulatory clearances.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the merger requires a majority of outstanding shares; failure to vote or abstentions count as votes against the merger.

• Shareholders have appraisal rights under Delaware law if they do not vote in favor and follow required procedures.

Board of directors and corporate governance

• The board conducted a thorough review of strategic alternatives and determined the merger was the best available option.

• The board considered the premium offered, certainty of cash consideration, and the absence of a financing condition.

• The board retained BofA Securities as financial advisor and Davis Polk as legal counsel.