AMN 2018 Proxy Statement

PROPOSAL 4: SHAREHOLDER PROPOSAL With the Company’s current shareholder composition, adoption of a 10% threshold would allow a single shareholder to call a special meeting. Given this potential, many companies have not adopted a provision that offers shareholders this right at all. Of all the S&P 500 and Russell 3000 companies that actually offer a special shareholder meeting right, approximately 78% and 74%, respectively, have a provision that is equivalent to, or more restrictive, than ours. The Company is committed to engaging with shareholders and upholding corporate governance best practices We strive to be a leader in corporate governance best practices and implemented a formal outreach program where we regularly elicit the views of investors on topics such as this ( see “Overview of Our Corporate Governance Program” on page 15 and “Our 2017 Shareholder Outreach Summary” on page 16 of this Proxy Statement for further details). The Board believes that the Company’s commitment to ongoing and consistent dialogue with shareholders, combined with the following corporate governance practices, sufficiently serves to protect AMN’s shareholders without the unnecessary risks and expenses associated with a 10% special meeting threshold: (1) “proxy access” access right to nominate directors, (2) annual director elections, (3) no staggered board, (4) no poison pill provisions, (5) no supermajority voting provisions and (6) shareholders’ existing right to call special meetings and act by written consent with no material restrictions. The Board’s position is underpinned by the Company’s commitment to, and maintenance of, the highest corporate governance QualityScore ranking available under the “Shareholder Rights” pillar designed by Institutional Shareholder Services’ (ISS) to assist investors in reviewing quality factors and assessing risk. For all the above reasons, among others, the proponent’s proposed 10% threshold for shareholders to convene a special meeting is neither necessary nor in shareholders’ best interest. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE SHAREHOLDER PROPOSAL 66 AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement