Cross Country Healthcare, Inc. (CCRN) Earnings Call Transcript & Summary

Good afternoon. This is Tom Dircks. And welcome to the 2020 Annual Stockholders Meeting of Cross Country Healthcare, Inc. I am the Chairman of the Board of Directors of Cross Country Healthcare, Inc. It is my pleasure today to welcome you here for this meeting and to introduce Kevin Clark, the CEO and President of the company.

Thank you, Tom, and welcome, everyone. Thank you for joining us today. We're excited to be hosting our first virtual meeting which allows us to be more inclusive and reach a greater number of our stockholders during the COVID-19 crisis. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible. In keeping with the digital approach to this year's meeting, it is now shortly after 12:00 p.m. Eastern Standard Time on May 19, and this meeting is officially called to order. And now I'd like to introduce the other members of the Board at today's meeting. With us today are Tom Dircks, the Chairman of the Board, who opened the meeting; Larry Cash, our Lead Director and Chair of our Audit Committee, Gale Fitzgerald, Chair of our Governance and Nominating Committee; Joe Trunfio, Chair of our Compensation Committee; Darrell Freeman; Mark Perlberg; and Dr. Janice Nevin, Nominee for Director. We are also joined here today by Marc Bjorkman of Deloitte & Touche, our independent auditors. He will be available during the question-and-answer session after the meeting to respond to appropriate questions. It is also my pleasure to introduce Susan Ball, Executive Vice President and General Counsel of the company, who will act as Secretary of the meeting. I will turn to her with any procedural issues that may arise. She has also been designated to act as inspector and judge of elections. Also joining today is our outside counsel from Proskauer Rose, Steve Rubin; and Bill Burns, Executive Vice President and Chief Financial Officer of the company. After the formal meeting has been adjourned, we will provide time for general questions. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. The Board of Directors fixed March 23, 2020, as the record date for the determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either: one, a notice of Internet availability of the notice of the meeting, the proxy statement and the 2019 annual report to stockholders; or two, the documents themselves were mailed on or about April 6, 2020, to all stockholders as of the record date and will be incorporated into the minutes of the meeting. The stockholder list shows that as of record date, there were 36,859,669 shares of common stock outstanding and entitled to vote this meeting. We are informed by the inspector of election that they are represented in person or by proxy shares of common stock, representing 33,746,639 votes or approximately 92% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Ms. Ball has the list of holders of record of common stock of the company at the close of business on March 23, 2020, and this list of stockholders has been open for examination at the company for any purpose relevant to this meeting for the past 10 days. Ms. Ball will file a copy of the list of stockholders with the records of the company. Now I will present the matters to be voted upon. Proposal one is the election of the directors. The current Board has nominated Larry Cash; myself, Kevin Clark; Tom Dircks; Gale Fitzgerald; Darrell Freeman; Dr. Janice Nevin; Mark Perlberg; and Joseph Trunfio for election as Directors to hold office until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified. Proposal two is to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Proposal three is an amendment to approve the company's 2020 Omnibus Incentive Plan, the stock plan. And proposal four is an advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote is often called a say on pay vote. Please note that while this is a nonbinding vote, the compensation committee and the Board will certainly take the results of the vote into account when making future compensation decisions. It is now 12:05 p.m. Eastern Time on May 19, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Cross Country Healthcare, Inc. Annual Stockholder Meeting closed at 12:06 p.m. Eastern Time on May 19. Ms. Ball, do we have preliminary voting results?

We do. The preliminary vote report shows that the nominees for election to the Board have been duly elected; that Deloitte & Touche has been approved as the company's independent registered public accounting firm for the fiscal year ended December 31, 2020; that the company's 2020 Omnibus Incentive Plan has been approved; and that the compensation of the named executive officers has been approved by advisory vote. We will be reporting the final vote results in a Form 8-K to be filed within 4 business days.

Thank you, Susan. There being no further business to come before the meeting, the 2020 annual meeting of stockholders of Cross Country Health Care is now adjourned. And we will now conduct any Q&A. So now we'd like to open things up for stockholder questions being entered today on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Bill, the first question, please?

Kevin, there are no active questions at the moment.

If there are no more questions, we would like to thank you all for attending Cross Country Healthcare's 2020 Annual Shareholders Meeting today. And the meeting is adjourned.

Ladies and gentlemen, this concludes your call for today. You may now disconnect.