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AMN founder seeks ouster of board members

February 11 2009

The founder of AMN Healthcare Services Inc. (NYSE: AHS) began an effort to oust three board members and filed suit against the company, according to filings with the U.S. Securities and Exchange Commission. AMN, in a separate filing, said the moves were in retaliation for not reappointing the founder to the board.

Board members under fire include William Miller III, Andrew Stern and Douglas Wheat. A committee formed by company founder Steve Francis and wife Gayle Francis is asking shareholders to vote against re-election of the three. According to an SEC filing, the committee argues the three failed to:
—? Ensure compliance with corporate governance best practices
—? Develop a succession plan, hold management accountable for poor performance
—? Didn't adopt a policy of transparency for stockholders.

The committee made no recommendations as to re-election of the other five board members.

The committee also listed three proposals it would like shareholders to vote in favor of, including:
—? Restricting AMN from adopting a "poison pill" plan without a vote of the stockholders
—? Allowing holders of at least 10% of AMN stock to call a special meeting of the stockholders
—? Requiring the company to include information on persons nominated to serve on the board by shareholders in its proxy statement.

Francis also filed suit against AMN on Feb. 4 stating that the company failed to give him access to certain records as required by law, according to SEC filings. The records include those involving board member Miller and his relationship with Highlander Partners LP — Highlander owns Martin Fletcher Holdings Inc., an Irving TX-based healthcare staffing firm.

In its own SEC filing, AMN said the lawsuit and allegations were a diversion.

"The company believes his tactics, including the litigation, are unnecessary, a diversion of company resources, and retaliation for the board's refusal of Steve's demand to be reappointed to the AMN board last fall," AMN said in its filing. Steve and Gayle Francis founded the company in 1985. Steve Francis served in executive roles and was chairman of the board until April 2008 when he stepped down for an unsuccessful campaign to become mayor of San Diego. The Francis' own less than 1% of AMN's shares, the company said.

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