Cross Country Healthcare Inc 2026 Earnings Call

Welcome to the special meeting for Cross Country Healthcare, Inc. Our host for today's call is Kevin Clark, Co-founder, CEO, and Chairman of the Board of Directors. I will now turn the call over to your host. Mr. Clark, you may begin.

Good afternoon, welcome to the special meeting of Cross Country Healthcare, Inc. stockholders. I am Kevin Clark, a Co-founder, CEO, and Chairman of the Board of Directors of Cross Country Healthcare, Inc. Thank you for joining us today. We're excited to be hosting this virtual special meeting, which allows us to be more inclusive and reach a greater number of our stockholders. 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 questions as possible. It is now shortly after 12:00 P.M. Eastern Standard Time on July 16th, this meeting is officially called to order. I would like to introduce the other members of the board that are present at today's meeting.

With us today are Duane Allen, Venkat Bhamidipati, Chair of our Audit Committee, Larry Cash, our Independent Lead Director and Chair of our Compensation Committee, Gale Fitzgerald, Chair of our Governance and Nominating Committee, and Janice Nevin. It is my pleasure to introduce Susan Ball, Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary of the company, who will act as secretary of the meeting. I will turn to her with any procedural issues that may arise. Also joining us today is our outside legal counsel, Oliver Smith and Brian Wolf from Davis Polk & Wardwell, Bill Burns, Executive Vice President and Chief Financial Officer of the company, and Jim Minocelli of Deloitte & Touche, our independent auditor. Finally, the company has appointed Broadridge Financial Solutions, Inc. to act as inspector of elections for today's meeting.

Tony Caradello from Broadridge is with us today and has taken an oath to discharge his duties with strict impartiality and according to the best of his ability. The oath of the inspector of election will be filed with the minutes of this meeting. Before we begin, I would like to provide the following brief guidelines in order for us to conduct an orderly virtual meeting. Please note that this meeting is being recorded. However, no one attending via the web portal or otherwise is permitted to use any recording or rebroadcasting device. The business conducted at this meeting shall be limited to the business included in the notice for this meeting in accordance with the procedures set forth in the bylaws. 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.

You have access to the rules of conduct for this meeting via the web portal. We ask that participants follow these rules. As noted in the definitive proxy statement previously provided to all stockholders of record, the board of directors fixed June 12th, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that the notice of the meeting and the proxy statement were mailed on or about June 15th, 2026, to all stockholders of record as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 32,306,484 shares of common stock outstanding and entitled to vote this meeting.

We are informed by the inspector of election that there are represented by virtual participation or by proxy shares of common stock representing 23,337,650 votes, or approximately 72% 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 as of the record date, a quorum is present for purposes of transacting business. A list of holders of record of common stock has been available for inspection for 10 days prior to this meeting. Proposals. Now, I will present the matters to be voted upon. Each of the matters to be voted on at this meeting is considered to have already been moved and seconded and open to stockholder vote.

The polls are open, if you have not voted, we encourage you to vote now or once all of the proposals have been properly put before the meeting. Please note that we will give stockholders an opportunity to ask questions regarding the proposals themselves after all proposals have been presented. Proposal one is to adopt the agreement and plan of merger referred to as the merger agreement, dated as of May 6th, 2026, among Cross Country Healthcare, KL Kris Cross Intermediate LLC, referred to as parent, KL Kris Cross Merger Sub, Inc., referred to as Merger Sub, pursuant to which, upon the terms and subject to the conditions of the merger agreement, Merger Sub will be merged with and into Cross Country Healthcare, referred to as the merger, with Cross Country Healthcare surviving the merger as a wholly owned subsidiary of parent.

We refer to the foregoing proposal as the merger agreement proposal. The board of directors unanimously recommends a vote for the merger agreement proposal. Proposal two is to approve on an advisory, non-binding basis the compensation that may be paid or become payable to Cross Country Healthcare's named executive officers that is based on or otherwise relates to the merger. We refer to the foregoing proposal as the merger-related compensation proposal. The board of directors unanimously recommends a vote for the merger-related compensation proposal. Proposal three is to approve an adjournment of this meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the merger proposal. We refer to the foregoing proposal as the adjournment proposal. The board of directors at this time does not believe an adjournment of this meeting will be necessary or appropriate.

At this time, we do not intend to open or close the polls on this proposal. I will inform you if a contrary determination is made. If you have any questions in line with the rules of conduct for this meeting, please submit your question through the website for this meeting and we will answer as appropriate. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting and appropriate will be addressed. Bill, will you please read the first question?

Seeing no questions, Kevin, you may proceed.

Each stockholder of record of Cross Country Healthcare's common stock as of the close of business on June 12th, 2026 is entitled to one vote per share. The merger agreement proposal requires the affirmative vote of holders of a majority of the voting power of all outstanding shares of Cross Country Healthcare's common stock as of the close of business on June 12th, 2026 in order to be adopted. The merger-related compensation proposal requires the affirmative vote of holders of a majority of the voting power of the shares of Cross Country Healthcare's common stock present virtually or represented by proxy at this meeting in order to be approved. Approval of this proposal by Cross Country Healthcare stockholders is not required to complete the merger.

It is now 12:08 P.M. Eastern Time on July 16th, and the polls remain open for voting on the merger agreement proposal and the merger-related compensation proposal. Any stockholder who has not 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. Now that everyone has had the opportunity to vote, I now declare the polls of the merger agreement proposal and the merger-related compensation proposal closed at 12:09 P.M. Eastern Time on July 16th. Will the Inspector of Elections please present the preliminary results of the voting?

Preliminary results are as follows. With respect to the merger agreement proposal, the proposal received the affirmative vote of holders of a majority of the voting power of all outstanding shares of Cross Country Healthcare's common stock as of the close of business on June 12th, 2026. With respect to the merger-related compensation proposal, the proposal received the affirmative vote of the holders of the majority of the voting power of the shares of Cross Country Healthcare's common stock present virtually or represented by proxy at this meeting.

Thank you, Tony. Based on the preliminary report of the Inspector of Elections, the merger agreement proposal has been approved and adopted, and the merger-related compensation proposal has been approved on an advisory basis. The final report of the Inspector of Elections will be attached to the minutes of this meeting, and the ballots cast will be filed with the records of this meeting. Within four business days, Cross Country Healthcare will file a Form 8-K with the SEC disclosing the specific voting results for the matters voted on at this meeting. There being no further business to come before the meeting, this special meeting of the stockholders of Cross Country Healthcare is now adjourned. We would like to thank our stockholders and guests for attending. This meeting is now concluded.

This now concludes the meeting.