AMN 2018 Proxy Statement

PROPOSAL 4: SHAREHOLDER PROPOSAL PROPOSAL 4 SHAREHOLDER PROPOSAL The Company has been advised that Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who has indicated he is a beneficial owner of at least $2,000 in market value of AMN’s Common Stock, intends to submit the following proposal at the Annual Meeting. AMN is not responsible for the accuracy or content of this shareholder proposal, which is presented as received from the proponent in accordance with SEC rules. “Proposal 4 – Special Shareowner Meeting Improvement Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting. This includes removing any condition like “continuously for a period of at least one year” that was in our bylaws. More than 100 Fortune 500 companies enable shareholders to call special meetings and to act by written consent. A shareholder right to call a special meeting and to act by written consent and are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. AMN Healthcare shareholders do not have the full right to call a special meeting that is available under Delaware law. Also AMN bylaws have an objectionable provision that a special shareholder meeting can be a shadowy telephonic ‘meeting.’ Any claim that a shareholder right to call a special meeting can be costly – may be largely moot. When shareholders have a good reason to call a special meeting – our board should be able to take positive responding action to make a special meeting unnecessary. Please vote to improve our limited right to call a special shareholder meeting: Special Shareowner Meetings Improvement – Proposal 4” The Board of Director’s Statement in Opposition The Board has considered the proponent’s proposal to reduce the threshold to call a special meeting from the current 20% threshold to 10% and does not find it to be in the best interests of our shareholders for the following reasons: (1) this right is already provided with no material restrictions, (2) shareholders have an additional right to act by written consent; (3) our Bylaws do not contain anti-takeover provisions, and we are committed to, and are recognized for, our commitment to effective corporate governance, and (4) reducing the threshold from 20% to 10% would allow a small minority to create a financial and administrative burden on the majority of our shareholders and the Company. Over the past two years, we have formally engaged with our shareholders to discuss our corporate governance practices, and we have received positive feedback for allowing shareholders representing 20% of our common stock (in the aggregate) the right to call a special meeting, which has been noted as a corporate governance best practice. The Board’s deliberations with respect to this proposal reflect the outcomes of these discussions. Your Board recommends that you vote AGAINST Proposal 4. Our shareholders currently have a meaningful right to call a special meeting that strikes a balance for the best interests of all shareholders The Board supports a reasonable threshold for providing shareholders the right to call a special meeting, which is why our Bylaws currently allow holders of 20% of our outstanding common stock (in the aggregate) to call a special meeting with no material restrictions and to act by written consent. Our current threshold of 20% was carefully considered by our Board and designed to strike a balance between assuring that shareholders have the ability to call a special meeting, while protecting against the risk that a small minority, including those with special interests, could trigger the heavy expenses and distractions from the business to convene a special meeting, to pursue matters that are not widely viewed, unnecessary to require immediate attention, or for reasons that may not be in the best interests of AMN or our shareholders as a whole. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 65