Cross Country Healthcare Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six director nominees (Kevin C. Clark, Dwayne Allen, Venkat Bhamidipati, W. Larry Cash, Gale Fitzgerald, and Janice E. Nevin, M.D., MPH) to serve one-year terms until the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-binding Advisory Vote to Approve Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote asking stockholders to approve the compensation paid to the Company’s named executive officers in 2025 as disclosed in the CD&A, Summary Compensation Table, and related tables and narrative.

   More detail

   This non-binding advisory proposal asks stockholders to approve the Company’s disclosed 2025 named executive officer (NEO) compensation. Management seeks this advisory endorsement to confirm stockholder support for its pay-for-performance philosophy, which emphasizes at-risk incentive compensation (annual cash incentives and long-term equity awards) linked to Adjusted EBITDA and other performance measures. The Compensation Committee notes that Fiscal 2025 was atypical (delayed equity grants due to a previously proposed—but later terminated—merger, a CEO transition in December 2025, and shortened performance periods for PSAs), and designed awards to balance retention and alignment with long‑term shareholder interests. Management also highlights that a significant portion of NEO pay is equity-based and performance-conditioned, and that the Committee adjusted targets and grant timing to address retention risk following the terminated transaction. The Board points to prior shareholder support (98.7% in favor in 2024) and believes the program remains effective in aligning pay with performance and in attracting and retaining executives. Because the vote is advisory, the Board will consider the outcome and any significant negative vote in its future compensation deliberations but is not legally bound to change plan design. In context, the proposal facilitates investor feedback on matters of executive pay transparency and governance; a FOR vote signals stockholder endorsement of the Compensation Committee’s approach amid recent operational and leadership changes, while a strong AGAINST would compel the Committee to reevaluate incentive structures and disclosures.

4. 4

   Approve an Amendment and Restatement of the Cross Country Healthcare, Inc. 2024 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve an amendment and restatement of the 2024 Omnibus Incentive Plan to increase the share reserve by 1,500,000 shares and extend the plan term until the day before the tenth anniversary of the Effective Date, among other conforming governance and administrative changes.

   More detail

   Proposal No. 4 asks stockholders to approve an amendment and restatement of the Company’s 2024 Omnibus Incentive Plan to increase the share reserve by 1,500,000 shares and extend the plan’s term to the day before the tenth anniversary of the Effective Date. Management seeks shareholder approval to satisfy Nasdaq and Internal Revenue Code technical requirements (including enabling incentive stock option treatment), and to preserve the Company’s ability to grant competitive long‑term equity incentives that support retention and align executive and employee interests with those of stockholders. The filing explains the Company’s existing reserve (2,636,673 shares available as of March 16, 2026 assuming maximum PSA performance) and concludes that additional Shares are required to meet future recruitment, retention and long‑term incentive needs following an atypical 2025 (delayed grants, retention risk after a terminated merger, and CEO transition). The Amended Plan includes governance protections intended to limit stockholder dilution and poor governance practices: no evergreen increases, no liberal share recycling (no re-use of shares for option exercise/tax withholding), prohibition on in‑the‑money option grants, a one‑year minimum vesting requirement (with limited exceptions), no single‑trigger change‑in‑control acceleration, a non‑employee director annual grant cap aggregated with cash fees, and administration by an independent committee. Management also provides objective metrics: a disclosed burn rate history (three‑year average ~1.89%) and a dilution/overhang analysis showing the incremental dilution as a percentage of fully diluted shares. The Board’s recommendation is grounded in balancing equity usage with retention needs, and it emphasizes share repurchases and disciplined grant design to mitigate dilution. A FOR vote preserves the Company’s ability to grant multi‑year, performance‑oriented awards; an AGAINST vote would limit the Company’s capacity to grant equity incentives at competitive levels and could force cash substitutes or constrained plans that management argues would be less aligned with long‑term shareholder interests.

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When is the Cross Country Healthcare Inc 2026 annual meeting?

Cross Country Healthcare Inc (CCRN) holds its 2026 annual shareholder meeting on Monday, May 11, 2026.

What is the record date for the Cross Country Healthcare Inc 2026 meeting?

The record date for the Cross Country Healthcare Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cross Country Healthcare Inc's 2026 meeting?

The board is presenting 6 director nominees at the Cross Country Healthcare Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cross Country Healthcare Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Cross Country Healthcare Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.