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


            Year.

On December 14, 2022, the Board of Directors (the "Board") of AMN Healthcare Services, Inc. (the "Company") approved the amendment of the By-laws of the Company to, among other things:

· Clarify that beneficial holders, as well as record holders, of the Company's

common stock may request a special meeting, subject to the other conditions and

requirements set forth in the By-laws;

· Conform requirements for notice of adjourned meetings and provision of a

stockholder list to reflect recent amendments to the Delaware General

Corporation Law;

· Reserve a white proxy card for the exclusive use for solicitation by the

Company, and require other soliciting persons to use a proxy card color other

than white; and

· Update the advance notice bylaws to (i) clarify that the number of nominees a


   stockholder may nominate at an annual meeting may not exceed the number of
   directors to be elected at such meeting, and (ii) add a requirement that the
   stockholder notice include a director and stockholder questionnaire in the form
   provided by the Secretary of the company and certain other informational and
   updating requirements and that the nominating stockholders and stockholder
   nominees must comply with applicable law, rules and regulations in connection
   with the nomination, solicitation and election.

These amendments became effective immediately upon their approval by the Board.

This summary is qualified in its entirety by reference to the full text of the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description
3.1             Eleventh Amended and Restated By-laws of AMN Healthcare Services,
              Inc. dated December 14, 2022

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

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