Cross Country Healthcare Inc

1. 1

   The Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger among Cross Country, Parent and Merger Sub to merge Merger Sub with and into Cross Country, resulting in Cross Country becoming a wholly owned subsidiary of Parent and the conversion of each share of Cross Country common stock (except excluded shares) into $13.25 in cash per share.

   More detail

   Proposal 1 asks shareholders to adopt the Agreement and Plan of Merger providing for Merger Sub to merge into Cross Country, with surviving Cross Country becoming a wholly owned subsidiary of Parent; each share (except treasury, shares owned by Parent/Merger Sub/affiliates and properly demanded appraisal shares) will convert into the right to receive $13.25 in cash, without interest. Management and the board are seeking shareholder approval because the merger agreement requires approval under Delaware law for the merger to close and because the merger will result in Cross Country’s delisting and deregistration. The board, advised by Davis Polk and financial advisor BofA Securities, unanimously approved the merger agreement, supported by a unanimous determination that it is fair and advisable and BofA’s written opinion that $13.25 is fair from a financial point of view. Notable contexts: the agreement contains typical deal protections (no‑shop with limited fiduciary out, matching/match rights, termination fee of $14,213,075, and limited conditions to closing including regulatory approvals under the HSR Act and a Cross Country material adverse effect standard); the deal is all‑cash and provides a 31% premium to the last close before announcement and a 45% premium to the 90‑day VWAP; appraisal rights under Delaware law are available to dissenting stockholders who strictly comply with Section 262; regulatory clearance risks include HSR filings for both the merger and a potential related Locums transaction and possible divestiture remedies; executive officers and directors have interests including accelerated vesting of equity awards and potential severance/consulting arrangements. The board recommends a FOR vote based on fairness opinion from BofA, transaction price, certainty of cash value, ability to negotiate walk‑away protections, and appraisal rights, while noting risks including the nonbinding nature of certain opinions, regulatory approvals, potential business disruption, and loss of future participation in the combined company. The board judged that the benefits outweigh these negative factors and recommends adoption of the merger agreement.

2. 2

   Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation that may be paid or become payable to Cross Country’s named executive officers in connection with the merger (golden parachute payments and related benefits).

   More detail

   Proposal 2 asks shareholders to approve, on a non‑binding advisory basis, the merger‑related compensation described under Item 402(t) for the company’s named executive officers, including cash severance (double‑trigger change‑in‑control severance under the Severance Plan), accelerated vesting and cash-out of equity awards at the $13.25 per share merger consideration (with performance awards treated at the greater of target or actual performance), and certain continuation benefits. Management seeks this vote to comply with Section 14A of the Exchange Act. The board recommends a FOR vote but the result is advisory and does not affect whether merger payments are made; Cross Country will use the result as shareholder feedback when making decisions but is not bound to follow it. Company quantified potential payments in a “Golden Parachute” table with estimated totals for named executives (e.g., CEO total ~$11.13M) and disclosed potential mitigation steps for Section 280G/4999 tax consequences, if applicable. The board concluded the arrangements were reasonable and customary and disclosed them fully to shareholders.

3. 3

   Vote on Adjournment (Proposal 3

   ManagementBoard: FOR

   Approve adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger agreement proposal.

   More detail

   Proposal 3 requests shareholder authorization to adjourn the special meeting to solicit additional proxies in the event there are not sufficient votes to approve the merger at the scheduled meeting. The Board seeks this authority to permit reconvening and further solicitation without repeating the full notice period if a quorum or sufficient votes are not present. Approval requires a majority of votes cast at the meeting. Management recommends voting FOR; an adjournment would be used to obtain additional support and would be exercised only if necessary to achieve the vote thresholds required to approve the Merger Agreement Proposal (Proposal 1). This is a routine procedural measure commonly used in consent solicitations for transaction approvals.

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When is the Cross Country Healthcare Inc 2026 special meeting?

Cross Country Healthcare Inc (CCRN) holds its 2026 special shareholder meeting on Thursday, July 16, 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 Friday, June 12, 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 11 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 3 proposals at the Cross Country Healthcare Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.