UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 14, 2020
 
Mr. Cooper Group Inc.
(Exact Name of Registrant as Specified in Charter) 
 
  
 
 
 
 
   Delaware
 
001-14667
 
91-1653725
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 

8950 Cypress Waters Blvd.
Coppell, TX 75019
(Address of Principal Executive Offices, and 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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 


 
Pre-commencement communication 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:
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 ☐
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. ☐






Item 5.07    Submission of Matters to a Vote of Security Holders

On May 14, 2020, the Company held its 2020 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 nine directors to serve a term expiring at the Company’s annual meeting of stockholders to be held in 2021.

NOMINEE
VOTES FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTE
Jay Bray
67,497,665
 
1,261,156
 
129,311
 
13,240,436
Busy Burr
67,430,285
 
1,304,230
 
153,617
 
13,240,436
Robert Gidel
66,970,870
 
1,745,548
 
171,714
 
13,240,436
Roy Guthrie
67,067,032
 
1,617,858
 
203,242
 
13,240,436
Christopher Harrington
67,417,743
 
1,313,180
 
157,209
 
13,240,436
Michael Malone
66,952,362
 
1,765,118
 
170,652
 
13,240,436
Shveta Mujumdar
67,453,076
 
1,276,630
 
158,426
 
13,240,436
Tagar Olson
66,926,015
 
1,786,752
 
175,365
 
13,240,436
Steven Scheiwe
67,514,812
 
1,218,266
 
155,054
 
13,240,436

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
49,770,770
 
18,969,128
 
148,234
 
13,240,436

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, 2020.

VOTES FOR
 
AGAINST
 
ABSTAIN
80,821,182
 
932,249
 
375,137
 




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 14, 2020

By:    /s/ Christopher G. Marshall


Christopher G. Marshall
Vice Chairman & Chief Financial Officer

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