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AMN, founder settle differences

February 18 2009

AMN Healthcare Services Inc. (NYSE: AHS) and a group formed by company founder Steve Francis and wife Gayle Francis have resolved their differences, both sides announced Tuesday. The Francises agreed to stop their proxy effort to oust three board members, and Steve Francis will dismiss his litigation against the company.

For its part, AMN agreed to restrict its board's ability to adopt a "poison pill" plan without shareholder approval. In addition, the company will reduce the minimum threshold of stockholders required to call a special meeting to 20% from 25%

"We are pleased to have reached this resolution, which will enable AMN to fully focus on executing its strategy, winning in the marketplace, and delivering shareholder value," Chairman Douglas Wheat said in a statement.

The Francises also issued a statement, saying "we are satisfied that AMN has responded to our concerns by implementing stronger corporate governance practices, which we believe will be beneficial to all shareholders."

AMN also announced that a conflict-of-interest investigation into board member William Miller found no conflict of interest. However, Miller announced that he will not stand for re-election at the upcoming annual meeting, according to a filing with the U.S. Securities and Exchange Commission.

Miller, Wheat and Andrew Stern were the three board members targeted by the Francises before both sides settled.


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