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CCRN Cross Country Healthcares, Inc. - Registered Shares

Filed: 17 May 21, 3:30pm

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 14, 2021
 graphic
 
 
 
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its charter)
 
 

Delaware
0-33169
13-4066229
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 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)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each classTrading SymbolName of each exchange on which registered
Common stock, par value $0.0001 per share
CCRN
The Nasdaq Stock Market LLC

 
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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 14, 2021, 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:


(a)(i) A proposal to elect the directors listed below for a one year term ending in 2022 or until their successors are duly elected and qualified was approved with the following vote:

Director For Against Abstentions 
Broker
Non-Votes
Kevin C. Clark
 
31,493,467
 
422,069
 
3,160
 
2,080,671
W. Larry Cash
 
31,063,587
 
852,249
 
2,860
 
2,080,671
Thomas C. Dircks
 
31,311,756
 
604,080
 
2,860
 
2,080,671
Gale Fitzgerald
 
31,154,494
 
761,342
 
2,860
 
2,080,671
Darrell S. Freeman, Sr.
 
31,356,904
 
558,612
 
 3,180
 
2,080,671
Dr. Janice E. Nevin, MD, MPH
 
 31,553,229
 
350,048
 
15,419
 
2,080,671
Mark Perlberg, JD
 
31,224,829
 
678,428
 
15,439
 
2,080,671
Joseph A. Trunfio, PhD
 
30,968,414
 
934,743
 
15,539
 
2,080,671



(ii) The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was approved as follows:

For 
 
Against
 Abstentions Broker Non-Votes
33,959,857 31,870 7,640 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
30,454,507 1,341,328 122,861 2,080,671

Item 9.01   Financial Statements and Exhibits
 
(d) Exhibits

Exhibit          Description

104                Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 17, 2021By:/s/ William J. Burns 
  William J. Burns
  Executive Vice President & Chief Financial Officer