UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
May 9, 2012
Cross Country Healthcare, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware | 0-33169 | 13-4066229 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
6551 Park of Commerce Blvd., N.W., Boca Raton, FL 33487
(Address
of Principal Executive Office) (Zip Code)
(561) 998-2232
(Registrant’s
telephone number, including area code)
Not Applicable
(Former
Name or Former Address, If Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition
| (a) | On May 9, 2012, Cross Country Healthcare, Inc. (“the Company”) issued a press release announcing results for the quarter ended March 31, 2012, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section. |
Section 5 - Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders
| (a) | On May 8, 2012, the Company held its Annual Meeting of Stockholders (“Annual Meeting”). | |
| (b) | The following items of business were voted upon by stockholders at the Annual Meeting: |
| (i) | A proposal to elect the directors listed below for a one year term ending in 2012 and until their successors are duly elected and qualified was approved with the following vote: |
| Director | For |
Against |
Withheld |
Broker
Non-votes |
||||
| Joseph A. Boshart | 25,483,876 | 0 | 412,095 | 1,179,630 | ||||
| Emil Hensel | 24,637,458 | 0 | 1,258,513 | 1,179,630 | ||||
| W. Larry Cash | 25,044,676 | 0 | 851,295 | 1,179,630 | ||||
| Thomas C. Dircks | 24,318,988 | 0 | 1,576,983 | 1,179,630 | ||||
| Gale Fitzgerald | 25,581,534 | 0 | 314,437 | 1,179,630 | ||||
| Richard M. Mastaler | 25,587,375 | 0 | 308,596 | 1,179,630 | ||||
| Joseph Trunfio | 25,476,783 | 0 | 419,188 | 1,179,630 |
| (ii) | The appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved as follows: |
| For |
Against |
Abstentions | Broker Non-Votes | |||||
| 26,834,206 | 233,048 | 8,347 | 0 |
| (iii) | The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set forth below: |
| For |
Against |
Abstentions | Broker Non-Votes | |||||
| 25,291,466 | 601,334 | 3,171 | 1,179,630 |
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
Incorporated by reference is a press release issued by the Company on May 9, 2012, which is attached hereto as Exhibit 99.1. This information is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | ||
|
99.1 |
Press Release issued by the Company on May 9, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|
CROSS COUNTRY HEALTHCARE, INC. |
|||
|
|
By: |
/s/ Emil Hensel |
|
|
Name: |
Emil Hensel |
||
|
Title: |
Chief Financial Officer |
||
|
Dated: |
May 10, 2012 |
||
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