AMN Healthcare agrees to corporate governance changes

By Lisa Kerner

Charlotte, N.C., Feb. 18 - AMN Healthcare Services, Inc. and its co-founders, Gayle and Steve Francis, reached an agreement to resolve their outstanding corporate governance issues, it was announced on Wednesday.

Under the agreement, AMN said it will amend its bylaws to reduce the minimum threshold of stockholders required to call a special meeting to 20% from 25%.

The company said it will also adopt a corporate governance policy restricting the ability of its board of directors to adopt a stockholder rights plan without stockholder approval.

Gayle and Steve Francis said they will dismiss litigation pending in Delaware Chancery Court, will withdraw their other stockholder proposal regarding equal proxy access and will not solicit proxies against the election of any AMN directors at the upcoming annual meeting.

According to AMN, its committee of independent directors found no evidence of a potential conflict of interest involving William F. Miller III, a director of the San Diego-based health-care staffing company.

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