CROSS COUNTRY HEALTHCARE INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of December 3, 2024 (such agreement, as it may be amended from time to time, the "merger agreement"), among Cross Country Healthcare, Inc., a Delaware corporation ("Cross Country"), Aya Holdings II Inc., a Delaware corporation ("Parent"), Spark Merger Sub One Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Mergers Sub"), and, solely for the purposes of Section 11.14 thereto, Aya Healthcare, Inc., a Delaware corporation ("Aya"), pursuant to which, upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into Cross Country (the "merger"), with Cross Country surviving the merger and becoming a wholly owned indirect subsidiary of Aya (the "merger agreement proposal");

CROSS COUNTRY HEALTHCARE INC.’s own tally for this item (“1. Merger Agreement Proposal”): 25,660,468 for, 11,313 against — passed, per its Form 8-K filed February 28, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1 was approved, a vote on the adjournment proposal (”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 68 asset managers below reported 9,836,991 for.

Showing the 25 largest of 68 asset managers. See all 68 in the interactive database.

Description as filed by funds: TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT PROPOSAL.

The 65 asset managers below reported 9,006,457 for, 761,084 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 65 asset managers. See all 65 in the interactive database.

Description as filed by funds: To approve on an advisory (non-binding) basis the compensation that may be paid or become payable to Cross Country's named executive officers that is based on or otherwise relates to the merger; and

CROSS COUNTRY HEALTHCARE INC.’s own tally for this item (“2. Advisory Merger-Related Compensation Proposal”): 24,322,272 for, 1,273,136 against, per its Form 8-K filed February 28, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 65 managers: 9,582,026 for, 185,515 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 149 managers: 15,032,397 for, 869,674 against, 57,820 abstained. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 1 managers: 55,000 for.

Institutional-manager reports, all 3 managers: 80,361 for.