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

On December 12, 2022, the Board of Directors (the "Board") of Cross Country Healthcare, Inc. (the "Company") adopted the following amendments to the Company's Amended and Restated By-laws (the "By-laws"), effective as of December 12, 2022:

? Section 1.2 of the By-laws has been amended to provide the Board with the

ability, in its sole discretion, to determine that a meeting of stockholders

shall take place entirely remotely, consistent with current Delaware law

provisions.

? Section 1.6 of the By-laws has been amended to eliminate the requirement that

during a meeting of the Company's stockholders, if the meeting is to be held at

a place, then a list of stockholders entitled to vote at the meeting shall be

produced and kept at the time and place of the meeting during the whole time

thereof and examined by any stockholder who is present.

? Section 1.9(B) of the By-laws has been amended to revise the required

information for stockholder nominations for annual meetings of stockholders,

including to require: (i) disclosure regarding ownership of any security of the

Company or of the Company's competitors identified in the Company's peer group,

as disclosed in its most recent proxy statement; (ii) a description of the

manner in which the stockholder proponent will conduct any solicitation with

respect to the nomination of any proposed director nominees, including an

undertaking to comply with the requirements of the Securities and Exchange

Commission's new universal proxy rules; (iii) a description of the investment

strategic or objective of the stockholder proponent, including a copy of each

prospectus, marketing or similar document or other certain documents that

describe the investment thesis of the stockholder proponent with respect to the

Company; (iii) a certification that the stockholder proponent will provide

facts, statements, and other information that are or will be true and correct

in all material respects and will not omit to state a fact necessary to make

the statements made, in light of the circumstances under which they are made,

not misleading; (iv) an undertaking by the stockholder proponent to appear in

person or by proxy at the annual meeting to nominate any proposed director

nominee(s) or being such business before the meeting, and an acknowledgement

that if the stockholder proponent does not so appear at the meeting, the

Company need not bring such proposed director nominee(s) or such business for a

vote at such meeting; (v) an undertaking by the stockholder proponent to notify

the Company of any determination to no longer solicit proxies for the election

of any proposed director nominee(s) at the annual meeting; (vi) a certification

regarding whether the stockholder proponent has complied with all applicable

federal, state and other legal requirements in connection with such person's

acquisition of the Company's securities; and (vii) a representation that the

proposed director nominee will tender his or her resignation as a director of

the Company if the Board determines that such proposed nominee fails to comply

with the advance notice requirements of the By-laws and, if such non-compliance

may be cured, the proposed director nominee fails to cure such non-compliance

within 10 business days after being notified of such non-compliance.

? Section 1.9(D) of the By-laws has been amended to specify that, in order to be

eligible for election or re-election as a director, a person must complete and

sign all questionnaires required of the Company's directors, which, in the case

of a director nominee proposed by a stockholder proponent, such questionnaires

shall be provided by the Company within 10 business days after receipt of a

written request therefor from the stockholder proponent.

? Section 1.9(E) of the By-laws has been amended to provide that the Board may

reasonably require any proposed director nominee to submit to interviews with

the Board or any committee thereof following a request from the Board or any

committee thereof, as would be the case for any other nominee to the Board.

? Section 3.2 of the By-laws has been amended to clarify that, unless the Board's

resolution establishing a new committee provides otherwise, any committee

designated by the Board shall serve at the Board's pleasure and have such

powers and duties as the Board determines.

? Section 6.1 and Section 6.2 of the By-laws have been amended to revise the

scope of indemnification that the Company provides to its directors, officers

and other agents and to clarify the type of proceedings that are indemnified,

the expenses that are reimbursable, the persons who are indemnifiable, and the

rights of a claimant to bring suit for reimbursement.

The By-laws, as amended, also incorporate certain clarifying, ministerial, non-substantive and conforming changes.

The foregoing description of the amendments to the By-laws is a summary and is qualified in its entirety by reference to the full text of the By-laws as adopted by the Board on December 12, 2022, a copy of which is included as Exhibit 3.1 attached hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d)    Exhibits

Exhibit Description

  3.1     Amended and Restated By-laws of Cross Country Healthcare, Inc., effective
        as of December 12, 2022

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

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