Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 19, 2022
Date of Report (date of earliest event reported)
Mr. Cooper Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-14667
91-1653725
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
8950 Cypress Waters Boulevard
Coppell
Texas
75019
(Address of Principal Executive Offices)
(Zip Code)
(469)
549-2000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
COOP
The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 19, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Results with respect to proposals submitted at the Annual Meeting were as follows:
Proposal 1: Election of Directors
Stockholders elected eight directors to serve a term expiring at the Company’s annual meeting of stockholders to be held in 2023.
NOMINEE
VOTES FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
Jay Bray
53,795,620
1,950,669
181,038
5,935,257
Busy Burr
51,448,469
4,341,549
137,309
5,935,257
Roy Guthrie
50,477,904
5,313,883
135,540
5,935,257
Daniela Jorge
54,892,830
896,781
137,716
5,935,257
Michael Malone
50,736,618
5,046,778
143,931
5,935,257
Shveta Mujumdar
54,739,856
1,044,068
143,403
5,935,257
Tagar Olson
50,217,232
5,660,038
50,057
5,935,257
Steven Scheiwe
54,616,544
1,165,476
145,307
5,935,257
Proposal 2: Advisory vote on named executive compensation (Say on Pay)
Stockholders approved an advisory vote on named executive compensation (Say on Pay)
VOTES FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
35,915,394
19,943,611
68,322
5,935,257
Proposal 3: Ratification of Appointment of Ernst & Young LLP
Stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
VOTES FOR
AGAINST
ABSTAIN
60,949,689
749,785
163,110
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Mr. Cooper Group Inc.
Date: May 20, 2022
By:
/s/ Jaime Gow
Jaime Gow
Executive Vice President & Chief Financial Officer