CROSS COUNTRY HEALTHCARE INC

false 0001141103 0001141103 2026-07-16 2026-07-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________ Form 8-K ____________________________ Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2026 ____________________________ Cross Country Healthcare, Inc. (Exact name of registrant as specified in its charter) ____________________________ Delaware 0-33169 13-4066229 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5201 Congress Avenue , Suite 160 , Boca Raton , FL 33487 (Address of principal executive offices) (Zip Code) ( 561 ) 998-2232 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report.) ____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. of Form 8-K): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $0.0001 per share CCRN NASDAQ Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 Submission of Matters to a Vote of Security Holders On July 16, 2026, Cross Country Healthcare, Inc., a Delaware corporation (the “ Company ”) convened a special meeting of stockholders (the “ Special Meeting ”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of May 6, 2026, by and among the Company, KL Criss Cross Intermediate, LLC, a Delaware limited liability company (“ Parent ”), and KL Criss Cross Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), pursuant to which Merger Sub will merge with and into the Company (the “ Merger ”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. As a result of the Merger, the Company will no longer be publicly held. In connection with closing the Merger, the Company’s common stock will be delisted from the NASDAQ Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended. There were 32,306,484 shares of common stock, par value $0.0001 per share, of CCRN (“ Company Common Stock ”), issued and outstanding as of June 12, 2026, the record date for the Special Meeting (the “ Record Date ”). Each share of Company Common Stock was entitled to one vote with respect to each proposal at the Special Meeting. At the Special Meeting, the holders of 23,378,853 shares of Company Common Stock were present or represented by proxy, representing approximately 72.36% of the total outstanding shares of Company Common Stock as of the Record Date, which constituted a quorum. At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on June 15, 2026 (the “ Proxy Statement ”)): Proposal 1 – The Merger Agreement Proposal : To adopt the Merger Agreement. Proposal 2 – The Advisory Merger-Related Compensation Proposal : T o approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable by the Company to its named executive officers that is based on or otherwise relates to the merger. Proposal 3 – The Adjournment Proposal : To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement proposal. Proposals 1 and 2 were approved by the requisite vote of the Company’s stockholders. Because Proposal 1 was approved, a vote on the Adjournment Proposal (Proposal 3) described in the Proxy Statement was not necessary. A summary of the voting results for each proposal is set forth below. Proposal 1 – Merger Agreement Proposal Votes For Votes Against Abstentions Broker Non-Votes 23,356,105 12,309 10,439 - Proposal 2 – Advisory Merger-Related Compensation Proposal Votes For Votes Against Abstentions Broker Non-Votes 20,281,587 1,855,191 1,242,075 - Proposal 3 – Adjournment Proposal Because there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, a vote was not called on the Adjournment Proposal. Subject to the satisfaction or waiver of customary closing conditions, including receipt of certain regulatory approvals, the Merger is expected to close in the third quarter of 2026. Important Information and Where to Find It This communication relates to a proposed Merger between the Company, Parent and the other parties to the Merger Agreement. In connection with this proposed Merger, the Company filed a definitive proxy statement on Schedule 14A with the SEC, and the definitive proxy statement was thereafter mailed to stockholders of the Company seeking their approval of the Merger-related proposals. This communication is not a substitute for any proxy statement or other document the Company has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE INTO THE DEFINITIVE PROXY STATEMENT, AND OTHER DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of these documents and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge on the Company’s internet website at https://ir.crosscountryhealthcare.com/ or by contacting the Company’s primary investor relations contact by email at jvogel@crosscountry.com or by phone at 561-237-8310. The website addresses included herein are inactive textual references only. The information contained on such websites is not incorporated into this Report. Participants in the Solicitation The Company, Parent, Merger Sub, their respective directors, and certain of their respective executive officers may be considered participants in the solicitation of proxies in connection with the proposed Merger. Information about the directors and executive officers of the Company, their ownership of Company Common Shares, and the Company’s transactions with related persons is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 10, 2026 in its definitive proxy statement on Schedule 14A for its 2026 Annual Meeting in the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Related Party Transactions”, whic