AMN 2018 Proxy Statement

GENERAL INFORMATION With respect to Proposal 1, the election of directors, you may vote FOR, AGAINST or ABSTAIN. Our Bylaws require that in an election where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person or by proxy). A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director’s election. In accordance with our Bylaws, the following do not count as votes cast: (a) a share whose ballot is marked as withheld, (b) a share otherwise present at the meeting, but for which an ABSTAIN vote was cast, and (c) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve as a holdover director, but will tender his or her resignation to the Board. Within 90 days after the date of the certification of the election results, the Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken, and the Board will act on the Corporate Governance Committee’s recommendation and publicly disclose its decision and rationale. With respect to Proposals 2, 3 and 4 (or on any other matter to be voted on at the Annual Meeting), you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposals 2, 3 or 4, the ABSTAIN vote will have the same effect as an AGAINST vote. How does the Board recommend that I vote? The Board recommends that you vote: • FOR : the election of the eight directors nominated by the Board and named in this proxy statement, • FOR : the approval, on a non-binding advisory basis, of the compensation of our named executive officers, • FOR : the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, and • AGAINST : the shareholder proposal to reduce the ownership requirement necessary to call a special meeting of shareholders. How do I vote my shares? • ONLINE : by following the Internet voting instructions included in the proxy package sent to you (or by going to www.proxypush.com/AMN and following the instructions) at any time up until 5:00 p.m., Eastern Time, on the day before the date of the Annual Meeting. • CALL : by following the telephone voting instructions included in the proxy package sent to you (i.e., by calling (866) 892-1716 and following the instructions) at any time up until 5:00 p.m., Eastern Time, on the day before the date of the Annual Meeting. • MAIL : if you have elected to receive a printed copy of the proxy materials from us, by marking, dating, and signing your proxy card in accordance with the instructions on it and returning it by mail in the pre-addressed reply envelope provided with the proxy materials. The proxy card must be received prior to the Annual Meeting. • IN PERSON : in person at the meeting. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so your vote will be counted if you later decide not to attend the Annual Meeting. If you are a beneficial owner and your shares are held through a broker, you should follow the instructions in the Notice provided by your broker, or your broker should provide instructions for voting your shares. In these cases, you may vote by Internet, telephone or mail, as applicable. You may vote your shares beneficially held through your broker in person if you attend the Annual Meeting and you obtain a valid proxy card from your broker giving you the legal right to vote the shares at the Annual Meeting. 4 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement