AMN 2018 Proxy Statement

CORPORATE GOVERNANCE • In early 2018, we reviewed and revised our Executive Compensation Philosophy to clearly articulate our commitment to equal pay principles and promoting a values-based culture. • In 2018, our Corporate Governance Committee revised our Corporate Governance Guidelines (the “ Guidelines ”) to affirm the Board’s commitment to a diverse board. We recognize that board refreshment is an area of focus for many investors and proxy advisory firms. As a result, we proactively discuss this topic with our largest investors. We believe that the composition of our current Board collectively possesses the necessary experience, skills and knowledge, as well as a high level of engagement, to serve the best interests of our shareholders. Our 2017 Shareholder Outreach Summary To further promote open communication with our shareholders on an ongoing and consistent basis, we initiated a formal shareholder corporate governance outreach and engagement program in 2016 to supplement our financial related investor meetings. The underpinnings of our corporate governance shareholder outreach program are set forth in the Guidelines and posted on the Investor Relations page of the Company’s website. At AMN, we recognize that we must earn and maintain our shareholders’ continued support throughout the entire year. Therefore, our robust program has been designed to facilitate meaningful engagement on an ongoing basis with the objective of building a stronger and more successful company. With a formal program and clear objectives in place, we proactively reached out to over 25 of our top shareholders in June of 2017, representing approximately two-thirds of our outstanding Common Stock, and invited them to meet with us to discuss any matters that may be of interest to them. We received responses to our engagement invitation from over half of these shareholders, representing approximately 50% of our outstanding Common Stock. We were pleased to touch base with our shareholders after the 2017 Annual Meeting, and we found the meetings to be enlightening and productive. Each shareholder expressed appreciation for our proactive interest in their views, and we certainly appreciated the time they took to share their thoughts with us. Collectively, the meetings touched upon the following topics: (1) proxy access, (2) our Board’s involvement in setting our strategic direction, (3) Board diversity, expertise and refreshment, (4) corporate culture and ethics, (5) corporate social responsibility, (6) human capital management and engagement, and (7) executive compensation, including the metrics utilized for performance-based compensation. Although each shareholder’s particular focus was slightly different, our mission, long-term strategy, culture and ethics, emphasis on corporate social responsibility and human capital, approach to executive compensation and commitment to high standards of corporate governance were well received. The Board reviewed the key takeaways from these meetings and has taken action with the goal of continuing to evolve our corporate governance practices to best meet the needs of the Company and our key stakeholders. Specifically, as mentioned, the Board amended the Company’s Bylaws to provide proxy access to shareholders. Other developments that resulted from our shareholder meetings in 2017 include modifications to our equity compensation awards, board evaluation process and enhanced corporate social responsibility related disclosures. With respect to board refreshment, we believe that our current Board composition provides us with diverse experiences and perspectives for the industry in which we operate. We will continue to engage with our shareholders on this topic and the Board will continue to consider our directors’ relevant experience and tenure, both individually and collectively, as it analyzes and develops a pipeline of potential director nominees. Our Culture, Ethics, Engagement and Guidelines Another essential element to our approach to quality corporate governance is our commitment to promoting a culture of ethics and integrity, that guides the manner in which we do business. The Board and Executive Management are committed to fostering a strong ethical corporate culture and expect all team members to fulfill their responsibilities in accordance with the highest standards of professional and personal conduct. To uphold this commitment, AMN has adopted: • a Code of Conduct and Ethics (“ Code of Conduct ”), that is based on the Company’s core values of respect, trust, passion, innovation, customer focus and continuous improvement. The content and format of our Code of Conduct is designed to provide a practical and user-friendly guide for our team 16 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement