Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2023 the Board of Directors (the "Board") of Cross Country
Healthcare, Inc. (the "Company") appointed Dwayne L. Allen as a director of the
Board (the "Appointment"), with such Appointment to be effective immediately.
Mr. Allen will serve as a director until the Company's 2023 Annual Meeting of
Stockholders or until his earlier resignation, retirement, or other termination
of service. Mr. Allen will be compensated in accordance with the Company's
non-employee director compensation program, as described in the Company's
Definitive Proxy Statement filed with the Securities and Exchange Commission on
April 4, 2022.
Mr. Allen, 61, currently serves as the Senior Vice President, Solution
Innovation, Emerging Technology, Architecture, and Intellectual Property, and
Chief Technology Officer of Unisys Corporation (NYSE: UIS) ("Unisys"), a global
IT services and solutions company. Before Unisys, Mr. Allen was Global Digital
Strategist at Microsoft Corp. from 2019 to 2021 and the Chief Information
Officer at Masonite International from 2017 to 2018, where he was responsible
for its global IT organization. From 2009 to 2017, Mr. Allen served as the Chief
Information Officer of the Components segment at Cummins Inc., a global engine
and power manufacturing company, and prior to that, he served as the Division
Chief Information Officer of Wells Fargo & Co. and as Vice President of IT of
Fifth Third Bancorp.
Mr. Allen holds an MBA from George Washington University and a Bachelor's degree
from the University of Virginia.
The Board believes that Mr. Allen's extensive experience as an IT executive will
make him a valuable member of the Board. There are no arrangements or
understandings between Mr. Allen or any other persons pursuant to which he was
named as a director of the Company. There are no family relationships between
Mr. Allen and any director or executive officer of the Company, and the Company
has not entered into any transactions with Mr. Allen that are reportable
pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 5, 2023, the Company issued a press release announcing the
appointment of Mr. Allen to the Board. A copy of the Company's press release has
been furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information in this report furnished pursuant to Item 7.01, including
Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section. It may only be
incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, if such subsequent filing specifically
references the information furnished pursuant to Item 7.01 of this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
99.1 Press Release issued by the Company on January 5, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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