Table of Contents I 74

AMN 2018 Proxy Statement

Letter to Shareholders II
Table of Contents III
Notice of Annual Meeting of Shareholders V
Proxy Statement Summary 1
General Information 2
Proposal 1: Election of Our Directors 6
Corporate Governance 15
Overview of Our Corporate Governance Program 15
Our 2017 Shareholder Outreach Summary 16
Our Culture, Ethics, Engagement and Guidelines 16
Our Corporate Social Responsibility Program 17
Our Board's Role in Risk Oversight 18
Director Independence 20
Board Leadership Structure 21
Our Board's Policy on Conflicts of Interest and Related Party Transactions 21
Board Meetings and Annual Meeting Attendance by Board Members 22
Committees of the Board 22
Executive Sessions of Non-Management Directors 25
Communications with the Board of Directors 25
Director Compensation and Ownership Guidelines 26
Director Cash Compensation 26
Director Equity Compensation 26
Director Compensation Table 27
Director Equity Ownership Requirement 27
Compensation Discussion and Analysis 28
Introduction 28
Executive Summary 28
Response to 2017 Say-on-Pay-Vote 32
Our Compensation Program Philosophy and Objectives 33
Our Compensation Program Oversight 35
Components of Our Compensation Program 37
Our 2017 Compensation Program and Results 39
Equity Ownership Requirements, Clawback and No Pledging Policies 46
Impact of Tax Considerations 46
Overview of Our 2018 Executive Compensation Program 47
Compensation Committee Report 49
Executive Compensation Disclosure 50
Our Non-Director Executive Officers 50
Summary Compensation Table 51
Grants of Plan-Based Awards 53
Outstanding Equity Awards at Fiscal Year End 54
Option Exercises and Stock Vested 56
Nonqualified Deferred Compensation 57
Termination of Employment and Change in Control Arrangements 58
CEO Pay Ratio 60
Proposal 2: Advisory Vote on Executive Compensation 62
Report of the Audit Committee 63
Proposal 3: Ratification of the Selection of Our Independent Public Accounting Firm 64
Proposal 4: Shareholder Proposal 65
Security Ownership and Other Matters 67
Security Ownership of Certain Beneficial Owners and Management 67
Section 16(a) Beneficial Ownership Reporting Compliance 68
Shareholder Proposals for the 2019 Annual Meeting of Shareholders 69
Annual Report 69
Delivery of Proxy Statement, Annual Report or Notice of Internet Availability of Proxy Materials 69
Other Business 69
Exhibit A: Shareholder Nominee Requirements 70
Exhibit B: Non-GAAP Reconciliation 72

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