CROSS COUNTRY HEALTHCARE INC

DEFM14A 1 ny20073866x2_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240.14a 12 CROSS COUNTRY HEALTHCARE, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. ☒ Fee paid previously with preliminary materials. TABLE OF CONTENTS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Cross Country Healthcare, Inc. Stockholder: On May 6, 2026, Cross Country Healthcare, Inc. (“Cross Country”), KL Criss Cross Intermediate, LLC (“Parent”) and KL Criss Cross Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger that provides for the acquisition of Cross Country by Parent (such agreement, as it may be amended from time to time, the “merger agreement”). Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Cross Country (the “merger”), with Cross Country surviving the merger as a wholly-owned subsidiary of Parent (the “surviving corporation”). The board of directors of Cross Country has unanimously approved the merger agreement and the merger. Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, you will be entitled to receive, for each share of common stock of Cross Country, par value $0.0001 per share (the “Cross Country common stock”) that you own immediately prior to the effective time of the merger, $13.25 in cash without interest and subject to any applicable withholding taxes (the “merger consideration”), unless you have properly exercised your appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), as more fully described in the accompanying proxy statement. The merger consideration represents an approximately 31% premium to the closing price of the Cross Country common stock on May 6, 2026, the last trading day prior to the announcement of the merger, and an approximately 45% premium to the volume-weighted average trading price for the 90-day trading period ended May 6, 2026. The Cross Country board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions set forth in the merger agreement, are fair to and in the best interests of Cross Country and its stockholders, (ii) declared the merger agreement and the transactions contemplated by the merger agreement, including the merger, advisable, (iii) approved the merger agreement, the execution and delivery by Cross Country of the merger agreement, the performance by Cross Country of the agreements contained in the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, on the terms and subject to the conditions contained in the merger agreement, (iv) directed that the adoption of the merger agreement be submitted to a vote at a meeting of Cross Country stockholders and (v) resolved to recommend adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, to Cross Country stockholders. At the special meeting of Cross Country stockholders described in the accompanying proxy statement (the “special meeting”), you will be asked to approve the merger agreement proposal and to vote on other merger-related matters. The Cross Country board of directors unanimously recommends that Cross Country stockholders vote (1) “FOR” the merger agreement proposal and (2) “FOR” each of the other proposals described in the accompanying proxy statement . Your vote is very important regardless of the number of shares of Cross Country common stock that you own . Parent and Cross Country cannot complete the merger without the approval of the merger agreement proposal by Cross Country stockholders holding at least a majority of the voting power of the shares of Cross Country common stock outstanding at the close of business on June 12, 2026, the record date for the special meeting. The failure of any Cross Country stockholder to vote will have the same effect as a vote “AGAINST” the approval of the merger agreement proposal . Whether or not you plan to participate in the special meeting, Cross Country urges you to submit a proxy in advance of the special meeting to have your shares voted by using one of the methods described in the accompanying proxy statement. If your shares are held in the name of a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the special meeting without your instructions. If you do not provide your bank, broker or other nominee with any voting instructions, your shares of Cross Country common stock will not be counted for purposes of a quorum and will not be voted at the special meeting, which will have the same effect as a vote “AGAINST” the merger agreement proposal. As a result, you must provide voting instructions by filling out the voting instruction card in order for your shares to be voted. More information about Parent, TABLE OF CONTENTS Cross Country, the special meeting, the merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement. Please carefully read the entire proxy statement and the annexes and documents included in, or incorporated by reference into, the proxy statement. On behalf of the Cross Country board of directors, thank you for your continued support. Sincerely, /s/ Kevin C. Clark Kevin C. Clark Co-Founder, Chief Executive Officer, and Chairman of the board of directors NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The accompanying proxy statement is dated June 15, 2026 and is first being mailed to Cross Country stockholders on or about June 15, 2026. TABLE OF CONTENTS Cross Country Healthcare, Inc. 5201 Congress Ave, Suite 160, Boca Raton, Florida 33411 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON July 16, 2026 Dear Cross Country Healthcare, Inc. Stockholder: This is a notice that the special meeting of stockholders of Cross Country Healthcare, Inc. (“Cross Country”) will be held on July 16, 2026, beginning at 12:00 p.m., Eastern Time (such meeting, including any adjournments or postponements thereof, the “special meeting”). The special meeting will be a completely virtual, live audio webcast meeting of stockholders and will be held for the following purposes: 1. to adopt the Agreement and Plan of Merger, dated as of May 6, 2026 (such agreement, as it may be amended from time to time, the “merger agreement”), among Cross Country, KL Criss Cross Intermediate, LLC (“Parent”), a Delaware limited liability company, and KL Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, up