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) May 9, 2012

GRAPHIC


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)

(I.R.S. Employer

Identification No.)


6551 Park of Commerce Blvd., N.W., Boca Raton, FL 33487
(Address of Principal Executive Office) (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:

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))


Section 2 – Financial Information

Item 2.02     Results of Operations and Financial Condition

  (a) On May 9, 2012, Cross Country Healthcare, Inc. (“the Company”) issued a press release announcing results for the quarter ended March 31, 2012, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

Section 5  - Corporate Governance and Management

Item  5.07.  Submission of Matters to a Vote of Security Holders

  (a) On May 8, 2012, the Company held its Annual Meeting of Stockholders (“Annual Meeting”).
 
(b) The following items of business were voted upon by stockholders at the Annual Meeting:
  (i) A proposal to elect the directors listed below for a one year term ending in 2012 and until their successors are duly elected and qualified was approved with the following vote:

Director   For  

Against

  Withheld   Broker

Non-votes

Joseph A. Boshart 25,483,876 0 412,095 1,179,630
Emil Hensel 24,637,458 0 1,258,513 1,179,630
W. Larry Cash 25,044,676 0 851,295 1,179,630
Thomas C. Dircks 24,318,988 0 1,576,983 1,179,630
Gale Fitzgerald 25,581,534 0 314,437 1,179,630
Richard M. Mastaler 25,587,375 0 308,596 1,179,630
Joseph Trunfio 25,476,783 0 419,188 1,179,630
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  (ii) The appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved as follows:
  For  

Against

  Abstentions     Broker Non-Votes
26,834,206 233,048 8,347 0
  (iii) The compensation of named executive officers was approved, on an advisory (non-binding) basis, by the votes set forth below:
  For  

Against

  Abstentions     Broker Non-Votes
25,291,466 601,334 3,171 1,179,630

Section 7 – Regulation FD

Item 7.01     Regulation FD Disclosure

Incorporated by reference is a press release issued by the Company on May 9, 2012, which is attached hereto as Exhibit 99.1.  This information is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.

Section 9 – Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits

(d) Exhibits

  Exhibit   Description
 

99.1

Press Release issued by the Company on May 9, 2012
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

CROSS COUNTRY HEALTHCARE, INC.

 
 

 

By:

/s/ Emil Hensel

Name:

Emil Hensel

Title:

Chief Financial Officer

Dated:

May 10, 2012


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