8-K: Cross Country Healthcare Stockholders Elect Directors

Cross Country Healthcare, Inc. stockholders approved the election of seven directors, ratified Deloitte & Touche as its auditor, and endorsed executive compensation at its Annual Meeting on December 9, 2025.

Summary

• The Annual Meeting of Stockholders for Cross Country Healthcare, Inc. was held on December 9, 2025.
• Stockholders approved the election of seven directors for a one-year term ending in 2026.
• Kevin C. Clark received 21,815,204 'For' votes, 338,300 'Against' votes, and 51,773 'Abstentions'.
• Dwayne Allen received 20,339,789 'For' votes, 1,813,719 'Against' votes, and 51,769 'Abstentions'.
• Venkat Bhamidipati received 22,128,592 'For' votes, 24,912 'Against' votes, and 51,773 'Abstentions'.
• W. Larry Cash received 21,855,961 'For' votes, 297,536 'Against' votes, and 51,780 'Abstentions'.
• Gale Fitzgerald received 19,502,475 'For' votes, 2,651,031 'Against' votes, and 51,771 'Abstentions'.
• John A. Martins received 21,812,839 'For' votes, 340,667 'Against' votes, and 51,771 'Abstentions'.
• Dr. Janice E. Nevin, MD, MPH received 21,846,039 'For' votes, 299,194 'Against' votes, and 60,044 'Abstentions'.
• The appointment of Deloitte & Touche as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified with 25,759,187 'For' votes, 48,300 'Against' votes, and 58,764 'Abstentions'.
• The advisory (non-binding) proposal to approve the compensation of named executive officers was passed with 21,724,841 'For' votes, 279,383 'Against' votes, and 201,053 'Abstentions'.

Sentiment

Score: 7

Explanation: The sentiment is positive as all proposed items, including director elections, auditor ratification, and executive compensation, were approved by stockholders with strong majorities, indicating stability and alignment between management and investors on key governance matters.

Positives

• All seven director nominees were successfully elected with strong majority support.
• The appointment of Deloitte & Touche as the independent auditor was overwhelmingly ratified by stockholders.
• The advisory vote on named executive officer compensation received significant approval, indicating stockholder confidence in current compensation practices.

Future Outlook

The elected directors will serve a one-year term ending in 2026, ensuring continuity in board leadership for the upcoming fiscal year.

Management Comments

• William J. Burns, Executive Vice President & Chief Financial Officer, signed the report on behalf of Cross Country Healthcare, Inc.

Industry Context

This filing reflects standard corporate governance practices for a publicly traded company in the healthcare staffing industry. The outcomes of the annual meeting, including director elections and auditor ratification, are routine procedures for maintaining operational transparency and accountability to stockholders.

Corporate Governance

Stakeholder Impact

• Shareholders: Approved all proposals, indicating satisfaction with current governance and management decisions.
• Management: Executive compensation received advisory approval, and the board composition remains stable with the re-election of directors.
• Auditors: Deloitte & Touche's appointment was ratified, confirming their role for the upcoming fiscal year.

Next Steps

• The newly elected directors will serve their one-year term until the 2026 Annual Meeting or until their successors are duly elected and qualified.

Key Dates

Recommendation

The filing details the routine outcomes of the Annual Meeting of Stockholders, including the election of directors, ratification of the independent auditor, and approval of executive compensation. These are standard corporate governance matters and do not present new information that would significantly alter the company's fundamental valuation or investment outlook. Therefore, a 'hold' recommendation is appropriate as there are no new catalysts for a change in investment thesis.

Keywords

Cross Country Healthcare, CCRN, Annual Meeting, Stockholders, Director Election, Auditor Ratification, Executive Compensation, Corporate Governance, Healthcare Staffing