Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On May 19, 2020, Richard M. Mastaler retired from the Board of Directors of

Cross Country Healthcare, Inc. (the "Company"). Mr. Mastaler had no
     disagreements with management of the Company.

(d) Effective May 19, 2020, Dr. Janice E. Nevin, MD, MPH, 59, was elected to


     serve as a member of the Board of Directors until its annual Meeting of
     Stockholders to be held in 2021.

Dr. Nevin has served as the President and Chief Executive Officer of ChristianaCare, the largest health system in Delaware, since 2015. In 2017, Dr. Nevin was inducted into the Delaware Women's Hall of Fame and was recognized among 100 Great Healthcare Leaders to Know in 2018 by Becker's Hospital Review. For her commitment to the community, she received Delaware's Grassroots Champion Award from the American Hospital Association and the David G. Menser Award from the Wilmington Senior Center, both in 2017. She was named the 2016 Woman of Distinction by the Girl Scouts of the Chesapeake Bay.

Dr. Nevin serves on the Strategic Planning Committee of America's Essential Hospitals, the Federal Reserve Bank of Philadelphia Economic and Community Advisory Council, and the boards of directors of the Delaware State Chamber of Commerce, Delaware Center for Health Innovation, Delaware Community Foundation, and United Way of Delaware. She is a member of the Delaware Business Roundtable Executive Committee and the CEO Council for Growth of the Chamber of Commerce for Greater Philadelphia. Dr. Nevin graduated from Harvard University and earned her medical degree with honors from Sidney Kimmel Medical College at Thomas Jefferson University. She completed her family medicine residency at Thomas Jefferson University Hospital and her master of public health degree at the University of Pittsburgh.

The Company's Board of Directors believes that Dr. Nevin is qualified to serve as a director due to her extensive knowledge of the healthcare industry and her expertise in leading the operations of a large health care system with first-hand knowledge of healthcare staffing, as well as her physician experience, and innovative leadership.

As a new non-employee director, Dr. Nevin will be entitled to an annual stock award and cash compensation, consistent with the Company's other non-employee directors.

A copy of the press release announcing the appointment of Dr. Nevin to our Board of Directors is attached hereto as Exhibit 99.1.

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

(a) On May 19, 2020, 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 2021 or until their successors are duly elected and qualified was approved
with the following vote:
                                                                      Broker
 Director                         For       Against    Abstentions   Non-Votes
Kevin C. Clark                 31,933,280   535,972         790      1,406,940
W. Larry Cash                  31,600,756   867,174       2,112      1,406,940
Thomas C. Dircks               31,708,676   759,284       2,082      1,406,940
Gale Fitzgerald                31,810,778   656,812       2,452      1,406,940
Darrell S. Freeman, Sr.        32,309,815   158,285       1,942      1,406,940
Dr. Janice E. Nevin, MD, MPH   32,412,151     56,429      1,462      1,406,940
Mark Perlberg                  32,297,969   170,411       1,932      1,406,940
Joseph A. Trunfio, PhD         31,533,146   934,994       1,902      1,406,940

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(ii) The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 was approved as follows:




   For       Against   Abstentions   Broker Non-Votes
33,838,623   27,107      11,252             0




(iii) The approval of the Company's 2020 Omnibus Incentive Plan was approved as
follows:

   For        Against    Abstentions   Broker Non-Votes
31,110,197   1,353,755      6,090         1,406,940

(iv) 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
30,985,322   1,344,813     139,907        1,406,940





Item 9.01             Financial Statements and Exhibits

(d) Exhibits

    Exhibit    Description

      99.1       Press release issued by the Company on May 21, 2020
  104.1        Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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