How many shares of Company Stock are eligible to vote at the annual meeting?
At the close of business on March 21, 2022, the record date of the annual meeting, there was a total of 74,610,861 shares of Mr. Cooper Group common stock
outstanding and eligible to vote at the annual meeting.
How many shares must be present to hold the annual meeting?
The presence, in person or by proxy, of the holders of at least a majority in voting power of the outstanding shares of the Company Stock, voting together as a single
class, entitled to vote at the meeting is necessary to constitute a quorum. Shares are counted as present at the annual meeting if stockholders are present in person or a proxy card has been properly submitted by or on behalf of stockholders. Votes
to abstain, referred to as abstentions, and broker non-votes are counted for purposes of determining the presence of a quorum.
What if I hold my shares in a brokerage account?
If you hold your shares in a brokerage account, the shares are said to be held in street name. In this case your broker will send you a package, including a
voter instruction card which will ask you how you want your shares to be voted. If you give your broker instructions, the broker will vote your shares as you direct. If you do not give your broker instructions (these shares are often referred to as
broker non-votes) and the proposal involves a routine matter, then NASDAQ rules provide brokers with discretionary power to vote your shares. However, if a proposal involves a non-routine matter, then brokers are not permitted to vote your shares without instructions from you.
What is a Broker Non-Vote?
A broker
non-vote occurs when your broker submits a proxy for the meeting with respect to the ratification of the appointment of independent registered public accounting firm but does not vote on non-discretionary matters because you did not provide voting instructions on these matters. Please instruct your broker so your vote can be counted.
If I abstain, what happens to my vote?
If you
choose to abstain in voting on the Election of Directors, your abstention will have no effect, as the required vote is calculated through the following calculation: votes FOR divided by the sum of votes FOR plus votes AGAINST.
If you choose to abstain in voting on any other matter, your abstention will be counted as a vote AGAINST the proposal, as the required vote is calculated through the
following calculation: votes FOR divided by the sum of votes FOR plus votes AGAINST plus votes ABSTAINING.
How do I attend the annual
meeting?
If you plan to attend the meeting in person, please RSVP via email to secretary@mrcooper.com with RSVP as the subject line no later than
5:00 p.m. central time on May 18, 2022. Admission to the annual meeting is limited to Mr. Cooper Group stockholders or their proxy holders. In order to be admitted to the annual meeting, each stockholder will be asked to present proof of
stock ownership and valid government-issued photo identification, such as a drivers license. Proof of stock ownership may consist of the proxy card, or if shares are held in the name of a broker, bank or other nominee, an account statement or
letter from the nominee indicating that you beneficially owned shares of Mr. Cooper Group common stock at the close of business on March 21, 2022, the record date for the annual meeting.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by
telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
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