AMN 2018 Proxy Statement

12400 High Bluff Drive, Suite 100 San Diego, CA 92130 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Meeting Date Wednesday, April 18, 2018 Meeting Time 8.30 a.m. (Central Time) Meeting Location 8840 Cypress Waters Boulevard, Suite 300 Dallas, Texas 75019 Record Date Wednesday, February 21, 2018 The Annual Meeting of Shareholders (the “ Annual Meeting ”) of AMN Healthcare Services, Inc. will be held at our office located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019 on Wednesday, April 18, 2018, at 8:30 a.m. Central Time, or at any subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting. The purpose of the meeting is to: (1) elect eight directors nominated by our Board of Directors to hold office until our next annual meeting or until their successors are duly elected and qualified, (2) approve, by non-binding advisory vote, the compensation of our named executive officers, (3) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, and (4) transact such other business, including consideration of a shareholder proposal if properly presented, as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The Board of Directors has fixed the close of business on February 21, 2018 as the record date for determining the shareholders of the Company entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Representation of at least a majority of the voting power represented by all outstanding shares is required to constitute a quorum at the Annual Meeting. Accordingly, it is important that your shares be represented at the Annual Meeting. We will be using the Securities and Exchange Commission’s Notice and Access model (“ Notice and Access ”), which allows us to make proxy materials available electronically, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access our proxy materials and vote. It also allows us to conserve natural resources in alignment with our Corporate Social Responsibility Program and reduces the costs associated with printing and distributing our proxy materials. On or about March 8, 2018, we will commence mailing by sending a Notice of Internet Availability of Proxy Materials to our shareholders containing instructions on how to access our proxy statement and 2017 Annual Report online and how to cast your vote. The Notice also contains instructions on how to receive a paper copy of the proxy statement and 2017 Annual Report. March 8, 2018: By Order of the Board of Directors, Denise L. Jackson Chief Legal Officer and Corporate Secretary San Diego, California YOUR VOTE IS IMPORTANT WE URGE YOU TO VOTE BY TELEPHONE OR INTERNET, IF AVAILABLE TO YOU, OR IF YOU RECEIVE THESE PROXY MATERIALS BY MAIL, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY. PLEASE NOTE THAT IF YOUR SHARES ARE HELD BY A BANK, BROKER, OR OTHER RECORDHOLDER AND YOU WISH TO VOTE THEM AT THE MEETING, YOU MUST OBTAIN A LEGAL PROXY FROM THAT RECORDHOLDER.