Blueprint
 

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)
 
Delaware
 
0-33169
 
13-4066229
(State or Other Jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation)
 
File Number)
 
Identification No.)
 
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:
 
 Director
 
For
 
 
 
Against
 
 
Withheld
 
 
Broker
Non-votes
 
William J. Grubbs
  31,601,934 
  0 
  450,991 
  2,374,226 
W. Larry Cash
  31,413,304 
  0 
  639,621 
  2,374,226 
Thomas C. Dircks
  31,644,089 
  0 
  408,836 
  2,374,226 
Gale Fitzgerald
  31,496,931 
  0 
  555,994 
  2,374,226 
Richard M. Mastaler
  31,819,300 
  0 
  233,625 
  2,374,226 
Mark Perlberg
  31,880,891 
  0 
  172,034 
  2,374,226 
Joseph A. Trunfio, PhD
  31,395,542 
  0 
  657,383 
  2,374,226 
 
(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:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
34,320,683
 
92,724
 
13,744
 
0
 
(iii)
The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set forth below:
 
For
 
Against
 
Abstentions
 
Broker Non-Votes
31,689,180
 
352,623
 
11,122
 
2,374,226
 
 
2
 
 
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.
 
 
 
CROSS COUNTRY HEALTHCARE, INC.
 
 
 
 
 
Dated: May 22, 2018
By:  
/s/ Christopher R. Pizzi
 
 
 
Name: Christopher R. Pizzi
 
 
 
Title: SVP, Chief Financial Officer
 
 
 
 
 
 
 
 
 
3