AMN 2018 Proxy Statement

PROPOSAL 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM PROPOSAL 3 RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM The Audit Committee appointed KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018. The Board proposes and recommends that the shareholders ratify this appointment. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM KPMG served as our principal independent registered public accounting firm for 2017. We expect representatives from KPMG to be present at the Annual Meeting. They will be given the opportunity to make a statement if they so desire and are expected to be available to respond to any appropriate questions. The following sets forth the fees paid or accrued for audit services and the fees paid for audit-related, tax and all other services rendered by KPMG for each of the last two years: Audit Fees KPMG billed $1,733,953 and $1,885,000 for audit fees in 2017 and 2016, respectively. Audit fees consist of fees for professional services rendered in connection with the (i) annual audits of our consolidated financial statements, and the effectiveness of internal control over financial reporting and (ii) reviews of the interim consolidated financial statements included in quarterly reports. Audit-Related Fees KPMG billed $142,256 and $504,486 for audit-related services in 2017 and 2016, respectively. Audit-related fees consist principally of fees not reported under the “Audit Fees” heading, including fees primarily related to accounting consultations. Tax Fees KPMG billed (1) $462,035 in 2017 for professional services rendered primarily relating to consultations related to an audit of the Company by the Internal Revenue Service and tax consultations primarily related to research and development credits, and (2) $408,122 in 2016 for professional services rendered primarily relating to consultations related to an audit of the Company by the Internal Revenue Service, tax consultations related to research and development credits and tax-related acquisition and integration matters. All Other Fees We did not incur any other fees billed by KPMG in 2017 or 2016. Pursuant to the Audit Committee Charter, it is the policy of the Audit Committee to review in advance, and grant any appropriate pre-approvals of all auditing services to be provided by the independent registered public accounting firm and all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Act, and in connection therewith, to approve all fees and other terms of engagement. In 2016 and 2017, the Audit Committee approved all fees billed by KPMG prior to the engagement. THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018. 64 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement