AMN 2018 Proxy Statement

GENERAL INFORMATION What is included in the proxy materials? Our proxy materials include: • Our Notice of Annual Meeting of Shareholders, • This proxy statement, and • Our 2017 Annual Report including the financial statements set forth in our annual report on Form 10-K (“ 2017 Annual Report ”). If you receive a paper copy of these materials by mail, the proxy materials will also include a proxy card. Who pays the cost of soliciting proxies for the Annual Meeting? Proxies will be solicited on behalf of the Board by mail, telephone, email or other electronic means or in person, and we will pay the solicitation costs. We will supply our proxy materials, including our 2017 Annual Report, to brokers, dealers, banks and voting trustees, or their nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse them for their reasonable expenses. We have retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee of $9,000, plus reasonable out-of-pocket expenses. Who is entitled to vote at the Annual Meeting? In accordance with our Amended and Restated By-laws (the “ Bylaws ”), the Board has fixed the close of business on February 21, 2018, as the record date (the “ Record Date ”) for determining the shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. At the close of business on the Record Date, the outstanding number of our voting securities was 47,818,707 shares. Each shareholder is entitled to one vote for each share of Common Stock he or she held as of the Record Date. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy. What matters will be addressed at the Annual Meeting? At the Annual Meeting, shareholders will be asked: • To elect the eight directors nominated by the Board and named in this proxy statement, • To approve, by non-binding advisory vote, the compensation of our named executive officers, • To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, and • To transact such other business, including consideration of a shareholder proposal, if properly presented, as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. What is the vote required for each proposal and what are my choices? Proposal Vote Required Broker Discretionary Voting Allowed Proposal 1: Election of eight directors Majority of the votes cast No Proposal 2: Advisory vote on executive compensation Majority of the shares entitled to vote and present or represented by proxy No Proposal 3: Ratification of auditors for fiscal year 2018 Majority of the shares entitled to vote and present or represented by proxy Yes Proposal 4: Shareholder Proposal—Special Shareowner Meetings Improvement Majority of the shares entitled to vote and present or represented by proxy No AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 3