AMN 2018 Proxy Statement

CORPORATE GOVERNANCE Board Meetings and Annual Meeting Attendance by Board Members We expect each of our directors to attend each meeting of the Board and of the committees on which he or she serves. We also expect our directors to attend our annual meetings. Our Board has an excellent record of attendance and engagement. During 2017, the Board met six times, and took no actions by unanimous written consent. In 2017, no member of the Board attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director) and (ii) the number of meetings held by all committees of the Board (during the periods that he or she served on such committees). All of our directors attended our 2017 Annual Meeting of Shareholders. Committees of the Board We have standing Audit, Corporate Governance, Compensation and Executive Committees. The Board committees are chaired by independent directors, each of whom report to the Board at meetings on the activities and decisions made by their respective committees. The Board makes committee assignments and designates committee chairs based on a director’s independence, knowledge and areas of expertise. We believe this structure helps facilitate efficient decision-making and communication among our directors and fosters efficient Board functioning at Board meetings. In line with our value of continuous improvement, the directors conduct an evaluation of the performance of the Board and each of the committees on an annual basis. Additionally, on a bi-annual basis, the Corporate Governance Chairman has individual conversations with the directors specifically regarding their board performance and board composition. We describe the current functions and members of each committee below. A more detailed description of the function, duties and responsibilities of the Audit, Corporate Governance and Compensation Committees is included in each Committee’s charter and available in the link entitled “Corporate Governance” located within the “Investor Relations” tab of our website at www.amnhealthcare.com . The table below provides current committee memberships and fiscal year 2017 committee meeting information: Director Audit (1) Compensation (2) Corporate Governance (3) Executive Mark G. Foletta Chair R. Jeffrey Harris Member Member Michael M.E. Johns, M.D. Member Chair Martha H. Marsh Chair Member Susan R. Salka Member Andrew M. Stern Member Member Paul E. Weaver Member Member Douglas D. Wheat Chair Committee Meetings and Actions by Written Consent Total Committee Meetings 9 6 5 2 Actions by Written Consent 0 2 0 1 (1) The Board has determined that all Audit Committee members (A) are financially literate, and (B) meet the criteria for independence set forth in Rule 10A-3 under the Exchange Act, and Section 303A of the NYSE Listed Company Manual. The Board has further determined that Mark G. Foletta and Paul E. Weaver are each an “Audit Committee Financial Expert” as defined by SEC Rules and Regulations. (2) The Board has determined that all members of the Compensation Committee meet the standards for independence required by the NYSE and the independence requirements of Section 162(m) of the Internal Revenue Code (the “ Code ”). (3) The Board has determined that all members of the Corporate Governance Committee meet the standards for independence required by the NYSE. 22 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement