Cross Country Healthcare Clears Key Hurdle as Stockholders Approve Merger
Cross Country Healthcare Clears Key Hurdle as Stockholders Approve Merger.
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Cross Country Healthcare stockholders approved the company's proposed merger agreement at a special meeting, clearing a major step toward the deal's completion.
The merger would see Cross Country Healthcare become a wholly owned subsidiary of the parent company through a merger with Merger Sub, while the board had already unanimously recommended approval.
Stockholders also approved, on an advisory basis , merger-related executive compensation; Cross Country Healthcare said it will file the final voting results with the SEC in a Form 8-K within four business days.
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.
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Clark said the company's board of directors unanimously recommended that stockholders vote in favor of the merger agreement proposal. The board also unanimously recommended approval, on an advisory and non-binding basis, of compensation that may be paid or become payable to Cross Country Healthcare's named executive officers in connection with the merger.
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.
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.
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.
