AMN 2018 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS PROPOSAL 1 ELECTION OF OUR DIRECTORS The Board is elected by the shareholders to oversee their interest in the overall success of the Company’s business and financial strength. The Board serves as the Company’s ultimate decision-making body to the extent set forth in our Certificate of Incorporation and Bylaws. It also selects and oversees our senior executives, who, in turn, oversee our day-to-day business and affairs. Our Nominees for the Board of Directors Eight directors are to be elected at the Annual Meeting to hold office until our next annual meeting or until their successors are duly elected and qualified, or until the director resigns, is removed or becomes disqualified. The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the eight nominees listed below. Upon the recommendation of the Corporate Governance Committee, the members of the Board have nominated for election our eight current directors. The director nominees for election named below are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies will be voted for a substitute nominee(s). The business experience, board service, qualifications and affiliations of our director nominees are set forth below. Our Director Election Process ✓ Annual Director Elections ✓ Majority Voting in Uncontested Elections ✓ No Staggered Board ✓ Proxy Access WE HAVE AN INDEPENDENT BOARD OF DIRECTORS Meet our Audit Committee ✓ Financial Experts → 2 ✓ Financially Literate → 1 ✓ Risk Management → 1 YES! ✓ Separate Chair & CEO 88% ✓ Board of Directors 100% ✓ Compensation Committee 100% ✓ Audit Committee 100% ✓ Corporate Governance Committee The Board of Directors recommends that shareholders vote “FOR” each of the following nominees 6 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement