Cross Country Healthcare (NASDAQ:CCRN) stockholders approved the company’s proposed merger agreement at a virtual special meeting held July 16, according to remarks delivered during the meeting by Kevin Clark, the company’s co-founder, CEO and chairman of the board.
The vote centered on a merger agreement dated May 6, 2026, among Cross Country Healthcare, KL Kris Cross Intermediate LLC, referred to during the meeting as the parent, and KL Kris Cross Merger Sub, Inc. Under the agreement, Merger Sub would merge with and into Cross Country Healthcare, with Cross Country Healthcare surviving as a wholly owned subsidiary of the parent.
Quorum Established at Special Meeting
During the meeting, Clark said the board had fixed June 12, 2026, as the record date for determining stockholders entitled to vote. As of that date, Cross Country Healthcare had 32,306,484 shares of common stock outstanding and entitled to vote.
The inspector of elections, Broadridge Financial Solutions, Inc., reported that 23,337,650 votes were represented by virtual participation or proxy, equal to approximately 72% of the voting power on the record date. Clark said that was more than a majority of the voting power of all issued and outstanding shares entitled to vote, establishing a quorum.
Board members present at the meeting included Duane Allen; Venkat Bhamidipati, chair of the audit committee; Larry Cash, independent lead director and chair of the compensation committee; Gale Fitzgerald, chair of the governance and nominating committee; and Janice Nevin. Susan Ball, executive vice president, chief administrative officer, general counsel and corporate secretary, served as secretary of the meeting.
Merger Proposal Receives Required Approval
The merger agreement proposal required the affirmative vote of holders of a majority of the voting power of all outstanding shares of Cross Country Healthcare common stock as of the record date.
After the polls closed, Broadridge representative Tony Caradello presented preliminary voting results. He said the merger agreement proposal received the affirmative vote of holders of a majority of the voting power of all outstanding shares as of the close of business on June 12, 2026.
Based on the preliminary report, Clark said the merger agreement proposal had been approved and adopted.
Merger-Related Compensation Also Approved
Stockholders also approved the merger-related compensation proposal on an advisory basis. That proposal required approval from holders of a majority of the voting power of shares present virtually or represented by proxy at the meeting.
Caradello said the proposal received the required affirmative vote. Clark noted that approval of the compensation proposal was advisory and was not required to complete the merger.
A third proposal would have allowed the company to adjourn the meeting, if necessary, to solicit additional proxies if there were not sufficient votes to approve the merger agreement. Clark said the board did not believe an adjournment was necessary or appropriate, and the company did not open or close the polls on that proposal.
Final Results to Be Filed With SEC
Clark said the final report of the inspector of elections would be attached to the meeting minutes, and the ballots cast would be filed with the records of the meeting.
He added that Cross Country Healthcare would file a Form 8-K with the U.S. Securities and Exchange Commission within four business days disclosing the specific voting results for the matters voted on at the special meeting.
No stockholder questions were submitted during the meeting, according to the transcript. The meeting was adjourned after the preliminary results were announced.
About Cross Country Healthcare (NASDAQ:CCRN)
Cross Country Healthcare, Inc, headquartered in Boca Raton, Florida, is a leading provider of healthcare workforce solutions in the United States. The company specializes in the recruitment, placement and management of nursing and allied health professionals on both a travel and permanent basis. Through its integrated platform, Cross Country Healthcare serves hospitals, health systems, and long-term care facilities by matching qualified clinical talent with patient care needs across diverse care settings.
The company’s core service offerings include travel nurse and allied health staffing, per diem staffing, permanent placement services, and managed services programs.
