AMN HEALTHCARE SERVICES INC

The proposal requests that the Board amend its governing documents and Corporate Governance Guidelines to require that the roles of Board Chair and Chief Executive Officer be held by two separate individuals, and that the Chair be an independent director. It specifies that a lead director is not an acceptable substitute and allows an interim non-independent Chair only while the Board seeks an independent Chair on an accelerated basis. The proponent argues the change will improve oversight, accountability, and shareholder confidence, and cites the company’s recent stock decline, litigation involving traveling nurses, operational difficulties during a major strike, and credit rating downgrades as context for the request. The proposal was submitted by John Chevedden, who indicated beneficial ownership of AMN stock.