INFORMATION REQUIRED IN PROXY STATEMENT
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the Securities Exchange Act of 1934 (Amendment No. )
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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
AMN HEALTHCARE SERVICES, INC.
(Name of Registrant as Specified in Its Charter)
AMN STOCKHOLDERS COMMITTEE FOR BETTER CORPORATE GOVERNANCE
STEVEN C. FRANCIS
GAYLE A. FRANCIS
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Copy
to:
John M. Newell, Esq.
Latham & Watkins LLP
505 Montgomery Street
Suite 2000 San Francisco, California94111
(415) 391-0600
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statement number, or the Form or Schedule and the date of its filing.
AMN
STOCKHOLDERS
COMMITTEE FOR BETTER CORPORATE GOVERNANCE
,
2009
Dear Fellow Stockholder:
This Proxy Statement contains important information concerning
the 2009 Annual Meeting of Stockholders of AMN Healthcare
Services, Inc. (“AMN”) — please read it
carefully. The AMN Stockholders Committee for Better Corporate
Governance, the members of which beneficially own
221,978 shares of common stock of AMN, believes that
fundamental changes in AMN’s corporate governance are
necessary to maximize stockholder value.
At the Annual Meeting, the AMN Stockholders Committee for Better
Corporate Governance will vote AGAINST the reelection of the
following incumbent directors to serve on the Board of Directors
of AMN — William F. Miller III, Andrew M. Stern and
Douglas D. Wheat.
We believe Messrs. Miller, Stern and Wheat should be held
accountable for the Board’s failure to (1) ensure
compliance with corporate governance best practices,
(2) develop and implement a viable succession plan,
(3) hold management accountable for poor performance,
(4) adopt a philosophy of transparency to stockholders and
(5) bring new directors onto the Board with a fresh
perspective.
Each of Messrs. Miller, Stern and Wheat should also be held
accountable for the Company’s steadfast refusal to
implement several important corporate governance stockholder
proposals when they were delivered to the Company, to the
detriment of the Company’s corporate governance profile and
the interests of the stockholders. By voting against the
reelection of Messrs. Miller, Stern and Wheat, stockholders
can send the Board a strong message that they should be held
accountable for these failures.
At the Annual Meeting, the Committee will also present and vote
FOR three stockholder proposals that provide, in brief, the
following:
•
Restrict AMN from adopting or maintaining a stockholder rights
plan (or “poison pill”) without a vote of the
stockholders;
•
Empower holders of at least 10% of AMN’s outstanding stock
to call a special meeting of stockholders; and
•
Give stockholders equal access to the Company’s proxy
statement such that the Company must include in its proxy
materials the name and supporting statement of persons nominated
for election to the Board of Directors by a qualifying
stockholder or group thereof and allow stockholders to vote with
respect to such nominee on the Company’s proxy card.
Studies have explicitly linked good corporate governance
practices to increased stockholder value. As Lawrence D. Brown
and Marcus L. Caylor concluded in their article “Corporate
Governance and Firm Performance” (available via download
from
http://www.riskmetrics.com/white_papers),
“better-governed firms have higher operating
performance, higher valuations, and pay out more cash to their
shareholders.”We urge stockholders to support our
call for improved corporate governance.
THE COMMITTEE URGES STOCKHOLDERS TO SUBMIT THE ENCLOSED GOLD
PROXY CARD, TO HAVE THEIR SHARES VOTED AGAINST THE
ELECTION OF WILLIAM F. MILLER III, ANDREW M. STERN AND DOUGLAS
D. WHEAT AND FOR THE THREE PROPOSALS REFERRED TO
ABOVE AT THE ANNUAL MEETING.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED GOLD PROXY
CARD TODAY.
AMN STOCKHOLDERS COMMITTEE FOR
BETTER CORPORATE GOVERNANCE
To Our Fellow AMN Stockholders:
This Proxy Statement and the accompanying GOLD proxy card are
being furnished to stockholders (“Stockholders”) of
AMN Healthcare Services, Inc. (the “Company” or
“AMN”) in connection with the solicitation of proxies
by the AMN Stockholders Committee for Better Corporate
Governance (the “Committee” or “we”), to be
used at the 2009 Annual Meeting of Stockholders of AMN (the
“Annual Meeting”) which is scheduled to be held at
,
local time, on
,
2009,
at ,
and at any adjournments or postponements thereof. The
Committee’s members are Steven C. Francis and Gayle A.
Francis, who are the beneficial owners of 221,978 shares of
common stock of AMN. This Proxy Statement and the GOLD proxy
card are first being furnished to Stockholders on or
about ,
2009.
At the Annual Meeting, the AMN Stockholders Committee for Better
Corporate Governance will vote AGAINST the reelection of the
following incumbent directors to serve on the Board of Directors
of
AMN —
William F. Miller III, Andrew M. Stern and Douglas D. Wheat
(Proposal 1).
In addition, at the Annual Meeting, the Committee will present
and vote FOR three stockholder proposals that provide, in brief,
the following:
•
An amendment to the Company’s By-Laws to implement certain
limitations and restrictions on the Board of Directors related
to adopting or maintaining any “poison pill” or
stockholder rights plan without a vote of the stockholders
(Proposal 2);
•
A non-binding stockholder resolution requesting that the Board
adopt an amendment to the Company’s
By-laws to
provide for the right of Stockholders to call a special meeting
upon the affirmative request of holders of at least 10% of the
Company’s outstanding common stock
(Proposal 3); and
•
An amendment to the Company’s By-Laws which would grant
Stockholders equal access to the Company’s proxy statement
such that the Company must include in its proxy materials the
name and supporting statement of persons nominated for election
to the Board of Directors by a qualifying stockholder or group
thereof, and allow Stockholders to vote with respect to such
nominee on the Company’s proxy card (Proposal 4).
THE COMMITTEE URGES STOCKHOLDERS TO SUBMIT THE ENCLOSED GOLD
PROXY CARD, TO HAVE THEIR SHARES VOTED AGAINST THE
ELECTION OF WILLIAM F. MILLER III, ANDREW M. STERN AND DOUGLAS
D. WHEAT AND FOR PROPOSALS 2, 3 AND 4 AT THE ANNUAL
MEETING.
The Committee and each of the other Participants (as defined
below) have no interest in AMN other than through the beneficial
ownership of shares of common stock, par value $0.01 per share,
of AMN (“Common Stock”) or other securities (if any)
of AMN as disclosed herein.
IMPORTANT
Your vote is extremely important. We urge you to mark, sign,
date and return the enclosed GOLD proxy card to vote AGAINST the
election of William F. Miller III, Andrew M. Stern and Douglas
D. Wheat, and FOR Proposals 2, 3 and 4.
WE URGE YOU NOT TO SIGN
ANY
PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU HAVE ALREADY DONE
SO, YOU MAY REVOKE THAT PROXY BY DELIVERING A LATER-DATED GOLD
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ONLY YOUR
LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT AT THE
ANNUAL MEETING.
IF YOU HOLD YOUR STOCK IN STREET NAME, YOU SHOULD COMPLETE THE
GOLD VOTING INSTRUCTION FORM THAT YOU ARE PROVIDED BY
YOUR BROKER, BANK, CUSTODIAN OR OTHER NOMINEE AND RETURN IT AS
REQUESTED OR FOLLOW THE INSTRUCTIONS FOR TELEPHONE AND
INTERNET VOTING PRINTED ON THE FORM. SEE “VOTING AND PROXY
PROCEDURES” BELOW.
If you have questions or need assistance voting your shares,
contact:
Only holders of record of AMN’s Common Stock as of the
close of business on
,
2009 (the “Record Date”) are entitled to notice of,
and to attend and to vote at, the Annual Meeting and any
adjournments or postponements thereof. According to the proxy
statement of AMN filed with the Securities and Exchange
Commission (“AMN’s Proxy Statement”), as of the
Record Date, there were outstanding
shares of Common Stock. Stockholders of record at the close
of business on the Record Date will be entitled to one vote at
the Annual Meeting for each share of Common Stock of AMN held on
the Record Date.
As of the Record Date, the Committee and the other Participants
beneficially owned an aggregate of 221,978 shares of Common
Stock. The Committee and the other Participants intend to vote
such shares AGAINST the election of William F. Miller III,
Andrew M. Stern and Douglas D. Wheat, and FOR Proposals 2,
3 and 4.
HAVE YOUR SHARES VOTED AT THE ANNUAL MEETING AGAINST THE
ELECTION OF WILLIAM F. MILLER III, ANDREW M. STERN AND DOUGLAS
D. WHEAT AND FOR PROPOSALS 2, 3 AND 4 BY SUBMITTING
THE ENCLOSED GOLD PROXY CARD TODAY. MARK, SIGN, DATE AND RETURN
THE GOLD PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED TO YOU
TO HAVE YOUR SHARES VOTED AT THE ANNUAL MEETING.
QUESTIONS
AND ANSWERS ABOUT THIS PROXY SOLICITATION
Who is
making this Solicitation?
The AMN Stockholders Committee for Better Corporate Governance
is making the solicitation outlined in this Proxy Statement. The
members of the Committee are Steven C. Francis and Gayle A.
Francis, who are the beneficial owners of 221,978 shares of
AMN’s Common Stock. Mr. and Ms. Francis co-founded the
Company’s predecessor, AMN Healthcare, Inc., in 1985.
Mr. Francis served as a member of the Board of Directors
from 1985 to 2008, serving as Executive Chairman of the Board
from 2005 to 2006 and serving as Chairman of the Board from 2006
until April, 2008. Mr. Francis also served as the
Company’s Chief Executive Officer from 1990 until 2005, and
he served as the Company’s President from 1990 to 2003.
Ms. Francis served as President and Chief Executive Officer
of the predecessor company to AMN from 1985 to 1990. This
solicitation is not being made by the Board of Directors or
management of AMN.
What
matters am I being asked to vote on?
The AMN Stockholders Committee for Better Corporate Governance
is soliciting your proxy to vote as follows on the following
matters at the Annual Meeting of Stockholders:
Proposal 1 —
Election of Directors
The Committee is soliciting your proxy to vote
“AGAINST” the election of William F. Miller
III, Andrew M. Stern and Douglas D. Wheat to the Board of
Directors of the Company.
We make no recommendation with respect to how you should vote
for the remaining five directors seeking election to the Board.
If you sign, date and return the accompanying GOLD proxy card
and make no selection with respect to the election of directors,
your proxy will be voted “AGAINST” William F.
Miller III, Andrew M. Stern and Douglas D. Wheat and
“FOR” each other person who has been nominated
by AMN to serve as a director, other than Messrs. Miller,
Stern and Wheat.
Proposal 2 —
Stockholder Rights Plans
The Committee is soliciting your proxy to vote
“FOR” an amendment to the Company’s
By-Laws to implement certain limitations and restrictions on the
Board of Directors related to adopting or maintaining any
“poison pill” or stockholder rights plan without a
vote of the stockholders.
If you sign, date and return the accompanying GOLD proxy card
and make no selection with respect to Proposal 2, your
proxy will be “FOR” Proposal 2.
Proposal 3 —
Right to Call a Special Meeting of Stockholders
The Committee is soliciting your proxy to vote
“FOR” a stockholder proposal asking the Board
of Directors of the Company to amend the Company’s By-Laws
to give Stockholders the right to call a special meeting upon
the affirmative request of holders of at least 10% of the
Company’s outstanding Common Stock.
If you sign, date and return the accompanying GOLD proxy card
and make no selection with respect to Proposal 3, your
proxy will be “FOR” Proposal 3.
Proposal 4 —
Equal Proxy Access
The Committee is soliciting your proxy to vote
“FOR” an amendment to the Company’s
By-Laws to provide Stockholders with equal access to the
Company’s proxy statement such that the Company must
include in its proxy materials the name and supporting statement
of any person nominated for election to the Board of Directors
by a qualifying stockholder or group thereof (as further
explained below), and must allow all Stockholders to vote with
respect to such nominee on the Company’s proxy card.
If you sign, date and return the accompanying GOLD proxy card
and make no selection with respect to Proposal 4, your
proxy will be “FOR” Proposal 4.
Proposal 5 —
Ratification of Independent Public Accountants
The Committee is soliciting your proxy to vote on the
Company’s proposal to ratify the appointment of KPMG LLP as
independent public accounting firm for the year ending
December 31, 2009. We make no recommendation with respect
to how you should vote on Proposal 5. If you sign, date and
return the accompanying GOLD proxy card and make no selection
with respect to Proposal 5, your proxy will be voted
“FOR” Proposal 5.
Other
Business
If you sign, date and return the accompanying GOLD proxy card,
the proxy holders are authorized to vote in their discretion
upon such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
What is
the recommendation of the AMN Stockholders Committee for Better
Corporate Governance as to how I should vote?
The Committee recommends you submit the GOLD proxy card to have
your shares voted at the Annual Meeting AGAINST the election to
the AMN Board of Directors of William F. Miller III, Andrew M.
Stern and Douglas D. Wheat, and FOR Proposals 2, 3 and 4.
The Committee makes no recommendation with respect to how you
should vote for the remaining five directors seeking election to
the Board, or on the Company’s proposal to ratify the
appointment of KPMG LLP.
What do I
need to do now?
This Proxy Statement contains important information about the
Company, the Committee and the solicitation. We urge you to read
this Proxy Statement carefully, including its annexes. After
carefully reading and considering the information set forth in
this Proxy Statement, please submit the GOLD proxy card to have
your shares of Common Stock held on the Record Date voted at the
Annual Meeting, or provide proper voting instructions with
respect to such shares to your broker, bank, custodian or other
nominee, as soon as possible so that your Common Stock will be
represented and voted at the Annual Meeting.
How do I
vote my shares if I am a stockholder of record?
As explained in the detailed instructions on your GOLD proxy
card, if you are a Stockholder of record, you may submit your
proxy by mail or in person at the Annual Meeting. To submit your
proxy by mail, sign, date and return the enclosed GOLD proxy
card in the enclosed postage-paid envelope. Alternatively, you
can attend the Annual Meeting and vote in person. Written
ballots will be distributed to Stockholders who wish to vote in
person at the Annual Meeting. To ensure that your shares are
voted, we recommend that you sign, date and return the enclosed
GOLD voting instruction form even if you plan to attend the
Annual Meeting in person.
How do I
vote shares I hold through a broker, bank, custodian or other
nominee?
If you hold shares through someone else, such as a broker, bank,
custodian or other nominee (also known as holding shares in
“street name”), you will receive voting material from
that firm. You can complete the firm’s GOLD voting
instruction form and return it as requested by the firm. If the
firm offers internet or telephone voting, the voting form will
contain instructions on how to access those voting methods.
If you hold your shares in street name, you will not be able to
vote in person at the Annual Meeting unless you have previously
requested and obtained a “legal proxy” from your
broker, bank, custodian or other nominee and present it at the
Annual Meeting. To ensure that your shares are voted, we
recommend that you sign, date and return the enclosed GOLD proxy
card even if you plan to attend the Annual Meeting in person.
What do I
do if I receive
a
proxy card from the Company?
Proxies on
the
proxy card are being solicited by the Company’s Board of
Directors and we urge you not to return
any
proxy cards you may receive. If you submit a proxy to us by
signing and returning the enclosed GOLD proxy card, do not sign
or return
the proxy card
or follow any voting instructions provided by the Company’s
Board of Directors unless you intend to change your vote,
because only your latest dated proxy will be counted at the
Annual Meeting.
If you have already sent a proxy card to the Company
for the matters to be voted on, you may revoke it and have your
shares voted at the Annual Meeting “AGAINST”
the election of William F. Miller III, Andrew M. Stern and
Douglas D. Wheat and “FOR” Proposals 2, 3
and 4, by signing, dating and returning the enclosed GOLD proxy
card. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL
COUNT AT THE ANNUAL MEETING.
Who can
help answer my questions?
If you would like additional copies of this document, would like
to ask any additional questions or need assistance voting your
GOLD proxy card, please contact our proxy solicitor:
PROPOSAL 1 —
ELECTION OF DIRECTORS — VOTE AGAINST THE ELECTION
OF
WILLIAM F. MILLER III, ANDREW M. STERN, AND DOUGLAS D.
WHEAT
According to AMN’s Proxy Statement, the Board of Directors
of AMN intends to nominate eight candidates for election as
directors at the Annual Meeting.
The AMN Stockholders Committee for Better Corporate Governance
is soliciting your proxy to vote AGAINST the reelection
of incumbent directors William F. Miller III, Andrew M. Stern
and Douglas D. Wheat. We make no recommendation with respect to
how you should vote in the election of the other five AMN
nominees.
Mr. Miller is a member and former Chairman of the
Company’s Audit Committee, Mr. Stern is Chairman of
the Company’s Corporate Governance Committee and
Mr. Wheat is Chairman of the Board of Directors and a
member of the Corporate Governance Committee.
Each of Messrs. Miller, Stern and Wheat should be held
accountable for the Company’s steadfast refusal to
implement Proposals 2, 3 and 4 when they were delivered to
the Company, to the detriment of the Company’s corporate
governance profile and the interest of Stockholders. In
addition, we believe Messrs. Miller, Stern and Wheat should
be held accountable for the Board’s failure to
(1) ensure compliance with corporate governance best
practices, (2) develop and implement a viable succession
plan, (3) hold management accountable for poor performance,
(4) adopt a philosophy of transparency to Stockholders and
(5) bring new directors onto the Board with a fresh
perspective. Finally, we believe that Messrs. Miller, Stern
and Wheat have placed their interests in remaining directors of
the Company ahead of the best interests of all Stockholders.
By voting against the reelection of Messrs. Miller, Stern
and Wheat, Stockholders can send the Board a strong message that
they should be held accountable for these failures.
On February 4, 2009, Steven C. Francis and Gayle A.
Francis, as trustees of the Francis Family Trust Dated
May 24, 1996 (the “Trustees”), filed an action
captioned Steven C. and Gayle A. Francis, as Trustees of the
Francis Family Trust Dated May 24, 1996 v. AMN
Healthcare Services, Inc., C.A.
No. 4332-VCS
(the “Books and Records Complaint”), against the
Company in the Delaware Court of Chancery alleging that the
Company failed to permit the Trustees to inspect and make copies
of certain books and records of the Company as required by
Delaware law. The Books and Records Complaint seeks, among other
relief, an order requiring the Company to inspect and make
copies of certain books and records of the Company related to
Mr. Miller and his relationships with Highlander Partners
L.P. and a competitor of the Company affiliated with Highlander,
and the knowledge of Messrs. Stern and Wheat regarding
those relationships, inasmuch as those books and records may
provide information that is relevant to Proposal 1.
We make no recommendation with respect to how you should vote in
the election of the other five AMN nominees, R. Jeffrey Harris,
Dr. Michael Johns, Hala Moddelmog, Susan R. Nowakowski and
Paul E. Weaver. Stockholders who wish to vote for
Mr. Harris, Dr. Johns, Ms. Moddelmog,
Ms. Nowakowski, Mr. Weaver and have the ability to do
so on the enclosed GOLD proxy card.
WE STRONGLY URGE YOU TO HAVE YOUR SHARES VOTED AT THE ANNUAL
MEETING AGAINST THE ELECTION OF WILLIAM F. MILLER III,
ANDREW M. STERN AND DOUGLAS D. WHEAT BY MARKING, SIGNING, DATING
AND RETURNING THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT.
IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE,
YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE
SHARES REPRESENTED BY THE GOLD PROXY CARD AGAINST THE ELECTION
OF MESSRS. MILLER, STERN AND WHEAT AND FOR THE AMN NOMINEES
OTHER THAN MESSRS. MILLER, STERN AND WHEAT.
At the Annual Meeting, the AMN Stockholders Committee for Better
Corporate Governance will present the following resolution to be
voted on by the stockholders. Proposal 2 will amend the
By-Laws to implement certain limitations and restrictions on the
Board of Directors related to adopting any stockholder rights
plan or “poison pill” without a vote of the
stockholders. The full text of the proposed resolution is as
follows:
“RESOLVED, pursuant to Section 109 of the Delaware
General Corporation Law, 8 Del. C. § 109,
Article Third, Section 9 of the Company’s
Certificate of Incorporation and Article 13 of the
Company’s
By-Laws, the
Company’s By-Laws are hereby amended by adding to
Article 3 of the Company’s By-laws as follows:
Section 3.18.
Stockholder Rights Plans
(a) Notwithstanding anything in these By-laws to the
contrary, the adoption of a stockholder rights plan, rights
agreement or any other form of “poison pill” which is
designed to or has the effect of making an acquisition of large
holdings of the Corporation’s shares of stock more
difficult or expensive (“Stockholder Rights Plan”), or
the amendment of any such Stockholder Rights Plan which has the
effect of extending the term of the Stockholder Rights Plan or
any rights or options provided thereunder, shall require the
unanimous affirmative vote of the entire Board of Directors,
and, unless such action would be a violation of the fiduciary
duties of the Board of Directors:
(i) any Stockholder Rights Plan in effect on the effective
date of this Section 3.18 shall be amended to expire, or
the rights or options provided thereunder shall be redeemed, no
later than six months after the effective date of this
Section 3.18, and
(ii) any Stockholder Rights Plan that is adopted after the
effective date of this Section 3.18 shall provide that it
shall expire, or the rights or options provided thereunder shall
be redeemed, no later than six months following the date of its
adoption, and
(iii) any Stockholder Rights Plan that is amended after the
effective date of this Section 3.18 which amendment has the
effect of extending the term of the Stockholder Rights Plan or
any rights or options provided thereunder, shall provide that it
shall expire, or the rights or options provided thereunder shall
be redeemed, no later than six months following the date of its
amendment.
(b) Paragraphs (a)(i), (ii), and (iii) of this
Section 3.18 shall not apply to any Stockholder Rights Plan
ratified by the stockholders no later than six months following
the date of its adoption or amendment, as the case may be.
(c) Any decision by the Board of Directors to repeal or amend
this Section 3.18 shall require the unanimous affirmative
vote of the entire Board of Directors.
This By-Law Amendment shall be effective immediately and
automatically as of the date it is approved by the vote of
stockholders in accordance with Article Third,
Section 9 of the Company’s Certificate of
Incorporation and Article 13 of the Company’s
By-Laws.”
We are concerned that stockholder rights plans, commonly known
as “poison pills,” adversely affect stockholder value
by insulating Boards of Directors and management from
stockholder interests by discouraging takeovers that could be
beneficial to stockholders.
We believe that our Company’s ability to enact a poison
pill without stockholder approval unduly insulates the Board
from accountability to Stockholders and is of particular concern
following the Board’s recent refusal to implement the
special meeting By-Law amendment with a 10% threshold.
We believe that because poison pills give the Board the right to
decide who is, and who is not, allowed to make an offer to
acquire the company, Stockholders should have the right to vote
on the agreement that assigns that power to the Board.
According to the 1991 book Power and Accountability by
Nell Minow and Robert Monks: “All poison pills raise
questions of shareholder democracy and the robustness of the
corporate governance process. They amount to
major de facto shifts of voting rights away from shareholders to
management, on matters pertaining to the sale of the
corporation. They give target Board of Directors absolute veto
power over any proposed business combination, no matter how
beneficial it might be for the shareholders...”
Thus it is no surprise that the Shareholder Bill of Rights
adopted by the Council of Institutional Investors, whose members
represent nearly $3 trillion in benefit fund assets, calls for
poison pills to be approved by stockholders before they take
effect.
At a minimum, the Stockholders of our Company should have the
right to vote on the necessity of adopting such a powerful
anti-takeover weapon. Therefore, your support for this proposal
is respectfully sought. Because we believe adoption of a poison
pill may insulate the Board and undermine stockholder value, we
urge the Board to put the adoption of such a measure to the
Stockholders’ vote.
WE STRONGLY URGE YOU TO HAVE YOUR SHARES VOTED AT THE ANNUAL
MEETING FOR PROPOSAL 2 BY MARKING, SIGNING, DATING
AND RETURNING THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT.
IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE,
YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE
SHARES REPRESENTED BY THE GOLD PROXY CARD FOR
PROPOSAL 2.
PROPOSAL 3 —
STOCKHOLDER PROPOSAL RELATED TO ALLOWING HOLDERS OF 10%
OF THE COMMON STOCK TO CALL SPECIAL MEETINGS
At the Annual Meeting, the AMN Stockholders Committee for Better
Corporate Governance will present the following proposal to be
voted on by the Stockholders of the Company:
“RESOLVED, that stockholders of Company hereby ask
our Board of Directors to amend our By-Laws to give holders of
at least 10% of the outstanding Common Stock the power to call a
special stockholder meeting.”
Proposal 3 asks the Board to amend the By-Laws to give
holders of at least 10% of the outstanding common stock the
power to call a special stockholder meeting.
Special meetings allow investors to vote on important matters
that can arise between annual meetings. If Stockholders cannot
call special meetings, management may become insulated and
investor returns may suffer. Stockholders should have the
ability, within reasonable limits, to call a special meeting
when they think a matter is sufficiently important to merit
expeditious consideration.
Thus, this proposal asks our Board to amend our By-Laws to
permit holders of 10% of our outstanding Common Stock to call a
special meeting. The corporate laws of many states, including
California, where the Company’s headquarters are located
(though not Delaware, where AMN is incorporated), provide that
holders of only 10% of shares may call a special meeting, absent
a contrary provision in the charter or bylaws.
After submitting our proposal to the Board for adoption, our
Board adopted a By-Law amendment giving holders of 25% of the
outstanding capital stock of the Company, rather than 10%, the
right to call a special meeting. Relative to a 10% threshold,
requiring holders of 25% of the outstanding shares to consent to
the calling of a special meeting of Stockholders presents a
severe constraint on the ability of Stockholders to act
independently of the Board. The 25% threshold is so high that
most Stockholders would be unable to call a special meeting
without a substantial expenditure of time, effort and expense,
including in all likelihood the preparation, filing and
dissemination of consent materials under the Securities and
Exchange Commission’s proxy rules. In addition, for a
Stockholder or group to amass a position that even approaches
25% of the outstanding stock would require a huge investment of
capital, and could cause the Stockholder or group to trigger the
statutory anti-takeover provisions of Section 203 of the
Delaware General Corporation Law and any poison pill, if
applicable at that time.
The ability of Stockholders to act independently of the Board by
calling a special meeting is a fundamental stockholder right,
and if at least 10% of the shares were willing to call a special
meeting, that would represent the view of a significant portion
of the stockholder base. The right to call a special meeting
likely would only be exercised where Stockholders disagreed with
Board action (or inaction), and deemed it in the
Stockholders’ best interests to take action independent of
the Board. The Committee believes that the expense and possible
disruption of a special meeting is minimal, especially when
balanced against the importance of the right of Stockholders to
act independently of the Board.
Accordingly, a 10% threshold strikes a reasonable balance
between enhancing Stockholder rights and avoiding excessive
distraction at our Company.
The leading proxy advisory firm RiskMetrics Group supports
stockholder proposals that remove restrictions on the right of
stockholders to call special meetings. Prominent institutional
investors support stockholders’ right to call special
meetings. Fidelity, Vanguard, American Century and Massachusetts
Financial Services are among the mutual fund companies
supporting stockholders’ right to call special meetings.
The proxy voting guidelines of many public employee pension
funds, including the Connecticut Retirement Plans, the New York
City Employees Retirement System and the Los Angeles County
Employees Retirement Association, also favor preserving this
right. Governance ratings services, such as The Corporate
Library and Governance Metrics International, take special
meeting rights into account when assigning company ratings.
43 proposals on this topic won an average of 49.6% of the vote
in 2007 and 2008, including 21 resolutions receiving a majority
of votes, according to RiskMetrics.
WE STRONGLY URGE YOU TO HAVE YOUR SHARES VOTED AT THE ANNUAL
MEETING FOR PROPOSAL 2 BY MARKING, SIGNING, DATING
AND RETURNING THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT.
IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE,
YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE
SHARES REPRESENTED BY THE GOLD PROXY CARD FOR
PROPOSAL 3.
At the Annual Meeting, the AMN Stockholders Committee for Better
Corporate Governance will present the following proposal to be
voted on by the stockholders of the Company. Proposal 4
would effect an amendment to the Company’s By-Laws which
would grant stockholders equal access to the Company’s
proxy statement such that the Company must include in its proxy
materials the name and supporting statement of the persons
nominated for election to the Board of Directors by a qualifying
stockholder or group thereof, and allow stockholders to vote
with respect to such nominee on the Company’s proxy card.
The full text of the proposed resolution is as follows:
“RESOLVED, pursuant to Section 109 of the Delaware
General Corporation Law, 8 Del. C. § 109,
Article Third, Section 9 of the Company’s
Certificate of Incorporation and Article 13 of the
Company’s
By-Laws, the
Company’s By-Laws are hereby amended to add the following
to Section 2.11 of the By-Laws immediately after
Section 2.11(h):
Section 2.11 (i) Notwithstanding
the foregoing provisions of this Section 2.11, the
Corporation shall include in its proxy materials for a meeting
of stockholders at which directors are to be elected the name,
together with the Disclosure and Statement (both as defined in
this Section 2.11(i)), of any person nominated for election
to the Board of Directors by a stockholder or group thereof that
satisfies the requirements of this Section 2.11(i) (the
“Nominator”), and allow stockholders to vote with
respect to such nominee on the Corporation’s proxy card.
Each Nominator may nominate up to two candidates for election at
a meeting.
A Nominator must:
(a) have beneficially owned 3% or more of the
Corporation’s outstanding common stock (“Required
Shares”) continuously for at least two years;
(b) provide written notice received by the Secretary within the
time period specified in Section 2.11(e) of these By-Laws
containing (i) with respect to the nominee, the information
required by Section 2.11(f); and (ii) with respect to
the Nominator, proof of ownership of the Required Shares (the
“Disclosure”); and
(c) execute an undertaking that it agrees to
(i) assume all liability stemming from any legal or
regulatory violation arising out of the Nominator’s
communications with the Corporation’s stockholders,
including, without limitation, the Disclosure and Statement;
(ii) to the extent it uses soliciting material other than
the Corporation’s proxy materials, comply with all
applicable laws and regulations, including, without limitation,
the SEC’s
Rule 14a-12.
The Nominator may furnish a statement, not to exceed 500 words,
in support of the nominee’s candidacy (the
“Statement”) at the time the Disclosure is submitted.
The Board of Directors shall adopt a procedure for timely
resolving disputes over whether notice of a nomination was
timely given and whether the Disclosure and Statement comply
with this Section 2.11(i) and any applicable SEC rules.
Any decision by the Board of Directors to repeal or amend this
Section 2.11(i) shall require the unanimous affirmative vote of
the entire Board of Directors.
This By-Law Amendment shall be effective immediately and
automatically as of the date it is approved by the vote of
stockholders in accordance with Article Third,
Section 9 of the Company’s Certificate of
Incorporation and Article 13 of the Company’s
By-Laws.”
We believe that stockholders of U.S. public companies
currently have no meaningful control over the process by which
directors are nominated and elected. Stockholders whose
suggested nominees are rejected by a nominating committee have
no recourse other than sponsoring a dissident election campaign,
which is so expensive that it rarely occurs outside the takeover
context. Harvard Law School professor Lucian Bebchuk has
estimated only about 116 contested elections occurred at
U.S. public companies during the entire 10 year period from
1996 through 2005 that did not seek to change control of the
corporation.
In our view, access to the proxy for purposes of electing a
director nominated by Stockholders with a significant stake in
the Company is the most effective mechanism for ensuring
accountability. We believe that
greater accountability would benefit the Company and enhance
shareholder value. According to the leading proxy advisory firm
RiskMetrics Group, “Providing eligible investors with
reasonable access to place their nominees on corporate proxy
ballots will improve the performance of boards and boost the
confidence of investors in corporations. ...[B]allot access will
enable shareholders to hold directors more accountable.” In
addition, “proxy access enables shareholders to make a
positive contribution in building the board.” We urge you
to hold AMN’s Board of Directors accountable to the best
interests of Stockholders by supporting this proposal.
In 2007, three equal proxy access proposals were voted on by
stockholders of public companies. The proposal passed at one
company, and at the other two, it received the support of 43% or
more of the votes cast. At Cryo-Cell International the equal
proxy access proposal received a majority of votes cast, winning
51.6% support. At UnitedHealth Group, the proposal was submitted
by the California Public Employees Retirement System (CALPERS)
and received 45.3% of the vote. At Hewlett-Packard Co., the
equal proxy access proposal received 43.0% of the vote.
WE STRONGLY URGE YOU TO HAVE YOUR SHARES VOTED AT THE ANNUAL
MEETING FOR PROPOSAL 4 BY MARKING, SIGNING, DATING
AND RETURNING THE ENCLOSED GOLD PROXY CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT.
IF YOU HAVE SIGNED THE GOLD PROXY CARD AND NO MARKING IS MADE,
YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL THE
SHARES REPRESENTED BY THE GOLD PROXY CARD FOR
PROPOSAL 4.
PROPOSAL 5 —
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
At the Annual Meeting, the Stockholders will be asked to vote to
ratify the selection of KPMG LLP as AMN’s independent
registered public accounting firm. We make no recommendation
with respect to how you should vote for this proposal.
OTHER
PROPOSALS
The Committee and the other Participants and their affiliates
know of no other business to be presented at the Annual Meeting.
If any other matters should properly come before the Annual
Meeting, it is intended that the persons named on the enclosed
GOLD proxy card will vote that proxy on such other matters in
accordance with their discretion.
VOTING
AND PROXY PROCEDURES
Who is
entitled to vote at the Annual Meeting?
According to AMN’s Proxy Statement, the By-Laws and
applicable law, holders of shares of AMN’s Common Stock at
the close of business on the Record Date are entitled to notice
of, and to vote at, the Annual Meeting. Each share of Common
Stock outstanding on the Record Date is entitled to one vote on
each matter presented at the Annual Meeting.
Only holders of record as of the close of business on the Record
Date will be entitled to vote. If you were a Stockholder of
record on the Record Date, you will retain your voting rights at
the Annual Meeting even if you sell such shares after the Record
Date. Accordingly, it is important that you vote the shares held
by you on the Record Date, or grant a proxy to vote such shares
on the GOLD proxy card, even if you sell such shares after the
Record Date.
How do I
vote my shares if I am a stockholder of record?
As explained in the detailed instructions on your GOLD proxy
card, if you are a stockholder of record, you may submit your
proxy by mail or in person at the Annual Meeting. To submit your
proxy by mail, sign, date and return the enclosed GOLD proxy
card in the enclosed postage-paid envelope. We recommend that
you submit the GOLD proxy card even if you plan to attend the
Annual Meeting in person. Alternatively, you can attend the
Annual Meeting and vote in person. Written ballots will be
distributed to Stockholders who wish to vote in person at the
Annual Meeting.
How do I
vote shares I hold through a broker, bank, custodian or other
nominee?
If you hold shares through someone else, such as a broker, bank,
custodian or other nominee (also known as “street
name”), you will receive voting material from that firm.
You can complete the firm’s voting instruction form and
return it as requested by the firm. If the firm offers Internet
or telephone voting, the voting form will contain instructions
on how to access those voting methods.
If you hold your shares in street name, you will not be able to
vote in person at the Annual Meeting unless you have previously
requested and obtained a “legal proxy” from your
broker, bank, custodian or other nominee and present it at the
Annual Meeting.
What do I
do if I receive
a
proxy card from the Company?
Proxies on
the
proxy card are being solicited by the Company’s Board of
Directors. If you submit a proxy to us by signing and returning
the enclosed GOLD proxy card, do not sign or return
the proxy card
or follow any voting instructions provided by the Company’s
Board of Directors unless you intend to change your vote,
because only your latest-dated proxy will be counted at the
Annual Meeting.
If you have already sent
a
proxy card to the Company for the matters to be voted on, you
may revoke it and have your shares voted at the Annual Meeting
“AGAINST” the election of William F. Miller
III, Andrew M. Stern and Douglas D. Wheat and
“FOR” Proposals 2, 3 and 4, by signing,
dating and returning the enclosed GOLD proxy card. ONLY YOUR
LATEST DATED PROXY FOR THE ANNUAL MEETING WILL COUNT AT THE
ANNUAL MEETING.
What
happens if I fail to instruct my broker, bank, custodian or
other nominee?
If you hold your shares in street name through a broker, bank,
custodian or other nominee, only the broker, bank, custodian or
other nominee can vote your shares. In order to ensure that your
shares are voted at the Annual Meeting, you must give specific
instructions regarding how to vote your shares.
If you do not give specific instructions regarding how to vote
your shares, the broker, bank, custodian or other nominee may
exercise their discretion to vote your shares with respect to
the election of directors and with respect to Proposal 5.
This may result in votes “FOR” any or all of
the director nominees.
If you do not give specific instructions regarding how to vote
your shares with respect to Proposals 2, 3 or 4, the
broker, bank, custodian or other nominee may not vote
your shares with respect to those Proposals.
What
happens if I return a signed proxy without voting
instructions?
All valid proxies received prior to the Annual Meeting will be
voted. If you specify a choice with respect to any item by
marking the appropriate box on the proxy card, your Common Stock
will be voted in accordance with that specification.
If you executed your GOLD proxy but failed to provide specific
instructions on how to vote, your Common Stock will be voted
(i) AGAINST the election of each of William F. Miller III,
Andrew M. Stern and Douglas D. Wheat, (ii) FOR each person
who has been nominated by AMN to serve as director, other than
Messrs. Miller, Stern and Wheat, (iii) FOR
Proposals 2, 3 and 4, (iv) FOR the ratification of the
appointment of KPMG LLP as the Company’s independent public
accounting firm for the year ending December 31, 2009, and
(v) in the proxy holder’s discretion as to other
matters that may properly come before the Annual Meeting.
What is
the quorum for the Annual Meeting?
A quorum is a majority of all issued and outstanding shares of
stock of the Company entitled to vote, present in person or
represented by proxy at the Annual Meeting. Shares of Common
Stock represented by a proxy marked “abstain” or
shares otherwise present at the Annual Meeting as to which a
Stockholder gives no authority or direction (broker non-votes)
will be considered present at the Annual Meeting for purposes of
determining a quorum.
What is
the vote required to approve matters at the Annual Meeting? What
is the effect of abstentions and broker non-votes?
According to AMN’s Proxy Statement, the By-Laws and
applicable law, directors in an uncontested election are elected
by a majority of the votes cast by the holders of AMN’s
Common Stock at a meeting at which a quorum is present. Since we
are not proposing an alternate slate of directors, the election
is considered to be uncontested despite our opposition to three
of the Company’s nominees. Therefore, the standard for
director election will be by “majority vote” as
described herein. As defined in Section 3.3 of the By-Laws,
a majority of the votes cast means that the number of shares
voted “for” a Director exceeds the number of votes
cast “against” that Director. The following shall not
be votes cast: (a) a share whose ballot is marked as
withheld; (b) a share otherwise present at the meeting but
for which there is an abstention; and (c) a share otherwise
present at the meeting as to which a shareholder gives no
authority or direction. Consequently, any shares not voted
(whether by abstention, broker non-vote or otherwise) have no
impact in the election of directors.
According to AMN’s Proxy Statement, AMN’s Amended and
Restated Certificate of Incorporation, the
By-Laws and
applicable law, amendments to the By-Laws are effected by vote
of the holders of stock of the Company entitled to vote in the
election of directors and representing a majority of the voting
power. Consequently,
any shares not voted (whether by abstention, broker non-vote or
otherwise) would have the effect of a vote AGAINST
Proposals 2 and 4.
According to AMN’s Proxy Statement, the By-Laws and
applicable law, the affirmative vote of a majority in voting
power of shares present in person or represented by proxy and
entitled to vote thereon is required for approval of
Proposal 3. In accordance with AMN’s By-Laws and
applicable law, for purposes of determining the outcome of
Proposal 3, (i) shares represented by proxies
reflecting abstentions will be treated as present and entitled
to vote with respect to such proposal, and therefore, any
abstentions will have the effect of a vote AGAINST
Proposal 3, and (ii) shares represented by proxies
reflecting broker non-votes will be treated as not entitled to
vote on such proposal, and therefore any broker non-votes will
not affect the approval or rejection of Proposal 3.
According to AMN’s Proxy Statement, the By-Laws and
applicable law, the affirmative vote of a majority in voting
power of shares present in person or represented by proxy and
entitled to vote thereon is required to ratify the selection of
the independent registered accounting firm. Shares represented
by proxies reflecting abstentions will be treated as present and
entitled to vote with respect to such proposal, and therefore,
any abstentions will have the effect of a vote AGAINST
Proposal 5. Because this proposal is considered a routine
voting matter, there will be no broker non-votes on
Proposal 5.
Who may
attend and vote at the Annual Meeting?
All Company Stockholders of record as of the Record Date may
attend and vote at the Annual Meeting. If you hold your stock in
street name, you may attend and vote in person at the Annual
Meeting only if you obtain a “legal proxy” from your
broker, bank, custodian or other nominee.
Should I
submit a proxy even if I plan to attend the Annual
Meeting?
Whether or not you plan to attend the Annual Meeting, we urge
you to sign, date and return the GOLD proxy card to ensure that
your shares are voted. Returning the enclosed GOLD proxy card by
mail will not affect your right to attend the Annual Meeting and
vote in person.
Will any
other matters be considered at the Annual Meeting?
The AMN Stockholders Committee for Better Corporate Governance
does not know of any other matter that will be presented for
consideration by the Stockholders at the Annual Meeting. If any
other matter does properly come before the Annual Meeting for
approval by the Stockholders, and you submit the enclosed GOLD
proxy card, the proxy holders will vote in their discretion on
such matter.
How do I
revoke a proxy?
If you are a Stockholder of record, you may revoke or change
your proxy instructions at any time prior to the vote at the
Annual Meeting by:
•
submitting a properly executed, subsequently dated GOLD proxy
card that will revoke all prior proxy cards, including
any proxy
cards which you may have submitted to AMN;
•
attending the Annual Meeting and withdrawing your proxy by
voting in person (although attendance at the Annual Meeting will
not in and of itself constitute revocation of a proxy); or
•
delivering written notice of revocation to the Corporate
Secretary of AMN at 12400 High Bluff Drive, Suite 100,
San Diego, CA92130, Attention: Corporate Secretary.
Although a revocation is effective if delivered to AMN, the
Committee requests that a copy of any revocation be mailed to
the Committee
c/o MacKenzie
Partners, Inc., 105 Madison Avenue, New York, NY10016, so that
the Committee will be aware of all revocations.
If you hold your stock in street name, and you submit a proxy,
you may later revoke your proxy instructions by informing the
holder of record in accordance with that holder’s
procedures. If you hold your stock in street name,
you may also attend and vote in person at the Annual Meeting,
but only if you obtain a “legal proxy” from your
broker, bank, custodian or other nominee.
IF YOU PREVIOUSLY SIGNED AND RETURNED
A PROXY
CARD TO AMN, WE URGE YOU TO REVOKE IT BY (1) MARKING,
SIGNING, DATING AND RETURNING THE GOLD PROXY CARD,
(2) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON OR
(3) DELIVERING A WRITTEN NOTICE OF REVOCATION TO THE
CORPORATE SECRETARY OF THE COMPANY WITH A COPY DELIVERED TO THE
COMMITTEE. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING
WILL COUNT AT THE ANNUAL MEETING.
If you have
questions or need assistance voting your shares, contact:
The participants in the solicitation of proxies from
Stockholders of AMN are the AMN Stockholders Committee for
Better Corporate Governance (the “Committee”), Steven
C. Francis and Gayle A. Francis. The members of the Committee
are Steven C. Francis and Gayle A. Francis.
The business address of the Committee and the other Participants
is 8910 University Center Lane, Suite 220,
San Diego, CA92122. Steven C. Francis is President, and
Gayle A. Francis is Vice President, of Francis Enterprises, LLC,
the principal business of which is real estate and management
services.
Annex A attached hereto sets forth, as to the Committee and
the other Participants, all transactions in securities of AMN
effected during the past two years and their beneficial
ownership of securities of AMN.
With respect to each Participant, except as set forth herein or
in any of the Annexes attached hereto, (i) such Participant
is not, nor was within the past year, a party to any contract,
arrangement or understanding with any person with respect to any
securities of AMN, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; and
(ii) neither such Participant nor any of such
Participant’s associates have any arrangement or
understanding with any person with respect to (A) any
future employment by AMN or its affiliates or (B) any
future transactions to which AMN or any of its affiliates will
or may be a party.
COST AND
METHOD OF SOLICITATION
Solicitation of proxies shall be made by the Committee, Steven
C. Francis and Gayle A. Francis. Mr. and Ms. Francis will
bear the cost of the solicitation.
Steven C. Francis and Gayle A. Francis have retained MacKenzie
Partners, Inc. (“MPI”) to conduct the solicitation,
for which MPI is to receive a fee not to exceed
$ , plus reimbursement for its
reasonable out-of-pocket expenses. Mr. and Ms. Francis have
agreed to indemnify MPI against certain liabilities and
expenses, including certain liabilities under the federal
securities laws. Insofar as indemnification for liabilities
arising under the federal securities laws may be permitted to
MPI pursuant to the foregoing provisions, we have been informed,
that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy and is therefore
unenforceable. Proxies may be solicited by mail, courier
services, Internet, advertising, telephone or telecopier or in
person. It is anticipated that MPI will employ
approximately persons to solicit proxies from AMN
Stockholders for the Annual Meeting. The total expenditures in
furtherance of, or in connection with, the solicitation of
proxies is estimated to be
$ in
total. These expenses include fees and expenses for attorneys,
proxy solicitors, printing, postage, filing expenses and other
costs incidental to the solicitation. Of this estimated amount,
approximately
$
has been spent to date. The actual costs and expenses could be
materially different than the estimated amounts and, in
particular, could be substantially higher if for any reason
litigation is instituted in connection with the matters related
to this proxy solicitation.
Steven C. Francis and Gayle A. Francis intend to seek
reimbursement for the costs and expenses associated with the
proxy solicitation in the event that Proposal 2, 3 or 4 is
approved
and/or any
of Messrs. Miller, Stern and Wheat are not reelected, but
do not intend to submit the issue of reimbursement to a vote of
security holders.
ADDITIONAL
INFORMATION
Certain information regarding the securities of AMN held by
AMN’s directors, management and 5% Stockholders is
contained in AMN’s Proxy Statement. Information concerning
the date by which proposals of security holders intended to be
presented at the next annual meeting of Stockholders of AMN must
be received by AMN for inclusion in AMN’s Proxy Statement
and form of proxy for that meeting is also contained in
AMN’s Proxy Statement. Information concerning director
compensation, including compensation of Steven C. Francis for
his services on the Board of Directors during the fiscal year
ended December 31, 2008, is also contained in AMN’s
Proxy Statement. The Participants take no responsibility for the
accuracy or completeness of such information contained in
AMN’s public filings.
BENEFICIAL OWNERSHIP OF SECURITIES OF AMN AS OF THE CLOSE OF
BUSINESS ON THE RECORD DATE:
SHARES
BENEFICIAL
BENEFICIALLY
TITLE OF CLASS
OWNER
OWNED
PERCENT OF CLASS
Common Stock, par value $0.01 per share
AMN Stockholders Committee for Better Corporate Governance
221,978
(1)
%
Common Stock, par value $0.01 per share
Steven C. Francis
220,778
(1)
%
Common Stock, par value $0.01 per share
Gayle A. Francis
221,978
(1)
%
(1)
Steven C. Francis and Gayle A. Francis share joint beneficial
ownership of 220,778 shares of Common Stock of the Company.
TWO YEAR
SUMMARY TABLE
The following table indicates the date of each purchase and sale
of Shares, as well as the exercise of call options, by the
Participants within the past two years, and the number of shares
in each such purchase, sale or call option exercise.
1. If your shares are held in your own name, please mark,
sign, date and mail the enclosed GOLD proxy card to our Proxy
Solicitor, MacKenzie Partners, Inc., in the postage-paid
envelope provided.
2. If your shares are held in the name of a brokerage firm,
bank, custodian or other nominee, only it can vote such shares
and only upon receipt of your specific instructions.
Accordingly, you should contact the person responsible for your
account and give instructions for a GOLD proxy card to be signed
representing your shares.
3. If you have already submitted
a proxy
card to AMN for the Annual Meeting, you may revoke it and have
your shares voted AGAINST the election of the William F. Miller
III, Douglas H. Wheat and Andrew M. Stern, and a vote
FOR Proposals 2, 3 and 4, by marking, signing, dating and
returning the enclosed GOLD proxy card for the Annual Meeting,
which must be dated after any proxy you may have submitted to
AMN. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL
COUNT AT THE ANNUAL MEETING.
If you have
questions or need assistance voting your shares, contact:
PLEASE COMPLETE, DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.
TO SUBMIT YOUR PROXY BY MAIL, PLEASE DETACH PROXY CARD HERE
AMN HEALTHCARE SERVICES, INC.
2009 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE AMN STOCKHOLDERS COMMITTEE FOR BETTER CORPORATE GOVERNANCE
The undersigned, revoking all proxies previously given, hereby appoints and constitutes Steven
C. Francis and Gayle A. Francis, or any of them, as attorneys and proxies, with full power of
substitution and resubstitution, to represent the undersigned at the Annual Meeting of Stockholders
of AMN Healthcare Services, Inc. (“AMN”) to be held on ___, 2009 at ___a.m. local time, at
___, and at any adjournment or postponement thereof, to
vote all shares of common stock
of AMN held or owned by the undersigned as directed below, and in their discretion upon such other
matters as may come before the meeting.
Upon
proper execution of this proxy, all shares of Common Stock of AMN held or owned by the
undersigned will be voted in the manner directed herein by the undersigned stockholder. IF NO
DIRECTION IS MADE WITH RESPECT TO THE ELECTION OF A DIRECTOR OR A PROPOSAL, ALL SUCH SHARES WILL BE
VOTED AS FOLLOWS WITH RESPECT TO ANY SUCH DIRECTOR OR PROPOSAL: (I) AGAINST WILLIAM F. MILLER III,
ANDREW M. STERN AND DOUGLAS D. WHEAT AS DIRECTORS; (II) FOR EACH OTHER PERSON WHO HAS BEEN
NOMINATED BY AMN TO SERVE AS A DIRECTOR, OTHER THAN MESSRS. MILLER, STERN AND WHEAT; AND (III) FOR
PROPOSALS 2, 3, 4 AND 5.
You should refer to the proxy statement and form of proxy distributed by AMN for the names,
background, qualifications and other information concerning the AMN nominees.
YOUR VOTE
IS VERY IMPORTANT – PLEASE SUBMIT YOUR PROXY TODAY.
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
PROPOSAL 1: Election of Directors
THE COMMITTEE RECOMMENDS A VOTE “AGAINST”THE ELECTION OF WILLIAM F. MILLER III, ANDREW M. STERN
AND DOUGLAS D. WHEAT. THE COMMITTEE MAKES NO RECOMMENDATION WITH RESPECT TO THE ELECTION OF EACH
OTHER PERSON WHO HAS BEEN NOMINATED BY AMN TO SERVE AS A DIRECTOR, OTHER THAN MESSRS. MILLER, STERN
AND WHEAT.
COMMITTEE
FOR
AGAINST
ABSTAIN
RECOMMENDS
1A
William F. Miller III
AGAINST
[ ]
[ ]
[ ]
1B
Andrew M. Stern
AGAINST
[ ]
[ ]
[ ]
1C
Douglas D. Wheat
AGAINST
[ ]
[ ]
[ ]
1D
Susan R. Nowakowski
NR*
[ ]
[ ]
[ ]
1E
R. Jeffrey Harris
NR*
[ ]
[ ]
[ ]
1F
Hala Moddelmog
NR*
[ ]
[ ]
[ ]
1G
Paul E. Weaver
NR*
[ ]
[ ]
[ ]
1H
Dr. Michael Johns
NR*
[ ]
[ ]
[ ]
*No recommendation
PROPOSAL
2: Approval of Stockholder Rights Plans Proposal
PROPOSAL
4: Approval of Equal Proxy Access Proposal
THE COMMITTEE RECOMMENDS A VOTE FOR PROPOSAL 4
COMMITTEE
FOR
AGAINST
ABSTAIN
RECOMMENDS
FOR
[ ]
[ ]
[ ]
PROPOSAL 5: Ratification of Independent Registered Public Accounting Firm
THE COMMITTEE MAKES NO RECOMMENDATION AS TO PROPOSAL 5
COMMITTEE
FOR
AGAINST
ABSTAIN
RECOMMENDS
NR*
[ ]
[ ]
[ ]
*No recommendation
In their discretion, the proxy holders are authorized to vote upon such other business as may
properly come before the Annual Meeting or any adjournment or postponement thereof.
Dated: , 2009
Signature(s)
Signature (if held jointly)
Title(s), if any
Please sign exactly as your name(s) appear(s) hereon. If shares are issued in
the name of two or more persons, all such persons should sign the proxy. A proxy
executed by a corporation or other company should be signed in its name by its
authorized officers. Executors, administrators, trustees and partners should
indicate their positions when signing.
Dates Referenced Herein and Documents Incorporated by Reference
