AMN 2018 Proxy Statement

SECURITY OWNERSHIP AND OTHER MATTERS SECURITY OWNERSHIP AND OTHER MATTERS Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information as of the Record Date regarding (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock, (ii) each director and director nominee of the Company, (iii) the named executive officers and (iv) all executive officers and directors as a group. Except as otherwise indicated, each person has sole voting and dispositive power with respect to such shares. Beneficial ownership includes shares for which a person, directly or indirectly, has or shares voting or investment power, or both, and also includes shares that each such person or group had the right to acquire within 60 days following the Record Date, including upon the exercise of options or warrants. Where applicable, we calculate the percentage of Common Stock beneficially owned by including the number of shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date in both the numerator and the denominator. Name Number of Shares of Common Stock Beneficially Owned Percent of Class BlackRock, Inc. (1) 5,934,876 12.41% The Vanguard Group (2) 4,451,649 9.31% Susan R. Salka (3) (4) 402,109 * R. Jeffrey Harris (4) (5) 129,008 * Andrew M. Stern (7) 91,621 * Michael M.E. Johns, M.D. (8) 90,708 * Paul E. Weaver (4) (6) 89,287 * Martha H. Marsh (4) (9) 83,105 * Brian M. Scott (10) 68,865 * Douglas D. Wheat (11) 38,103 * Mark G. Foletta (12) 31,487 * Denise L. Jackson (10) 26,952 * Ralph S. Henderson (10) 21,833 * All directors, director nominees and executive officers as a group 1,073,078 2.18% * Less than 1%. (1) Of the 5,934,876 shares of Common Stock BlackRock, Inc. beneficially owns, it has sole voting power over 5,839,163 shares of Common Stock and sole dispositive power over all such shares. BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055. Ownership amount and other information contained in this table and accompanying footnote for BlackRock, Inc., including voting power and dispositive power information, are based solely on information contained in the Schedule 13G/A (Amendment No. 9) filed by BlackRock, Inc. with the SEC on January 23, 2018. (2) Of the 4,451,649 shares of Common Stock The Vanguard Group (“ Vanguard ”) beneficially owns, it has sole voting power over 92,163 shares, shared voting power over 7,117 shares, sole dispositive power over 4,356,669 shares and shared dispositive power over 94,980 shares. Vanguard’s address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Ownership amount and other information contained in this table and accompanying footnote for Vanguard, including voting power and dispositive power information, are based solely on information contained in the Schedule 13G/A (Amendment No. 2) filed by Vanguard with the SEC on February 8, 2018. (3) Includes (A) 238,070 shares of Common Stock owned directly by Ms. Salka and (B) 164,039 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record Date, which are shares she had a right to receive on the Record Date if she exercised all 193,949 of her vested SARS on the Record Date. Ms. Salka also has 42,096 vested PRSUs for which she has deferred receipt under our Deferred Compensation Plan until January 2, 2019, and 90,201 vested RSUs that are deferred until her separation from service. Under the terms of the applicable award agreements, if Ms. Salka is a “specified employee” within the meaning of Section 409A of the Code, which she is, the distribution of her Common Stock would be delayed six months and one day. Accordingly, we have not included her 132,297 deferred vested RSUs and PRSUs in the table above because she would have no right to receive such shares within 60 days of the Record Date even if her employment with us terminated on the Record Date. If we were to include such amounts, the number of shares beneficially owned by her as set forth in this table would be increased by the corresponding amount. AMN HEALTHCARE SERVICES, INC. ⎪ 2018 Proxy Statement 67