Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 17, 2020, the Board of Directors (the "Board") of AMN Healthcare Services, Inc. (the "Company") adopted an amendment to Article 2, Section 2.3 of the Company's Amended and Restated Bylaws (the "Bylaws") to establish an "ownership" requirement for stockholders seeking to call a special meeting. The Company's Bylaws formerly required stockholders seeking to call a special meeting to be holders of record of not less than twenty percent (20%) of the Company's outstanding voting shares. The amendment added to this section requires stockholders seeking to call a special meeting to "own" in the aggregate not less than twenty percent (20%) of the Company's common stock. The Board decided to define "own" for the purposes of meeting the requirements necessary to call a special meeting of stockholders consistent with the determination of ownership under the proxy access provisions of the Bylaws, which generally exclude derivative and borrowed securities and unsettled shares. The Board also amended Article 9, Section 9.1 (Books and Records) to comport with changes made to the Delaware General Corporation Law and made certain other non-substantive changes. This summary of the Bylaw amendments is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated into this filing by reference.




Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.



3.1        Ninth Amended and Restated Bylaws of AMN Healthcare Services, Inc.
         dated January 17, 2020 furnished pursuant to Item 5.03 of this Current
         Report on Form 8-K.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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