Current Report Filing (8-k)
May 17 2019 - 6:04AM
Edgar (US Regulatory)
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 16, 2019
Mr. Cooper Group Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-14667
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91-1653725
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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COOP
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The Nasdaq Stock Market
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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):
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¨
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On May 16, 2019, the stockholders of Mr. Cooper Group Inc. (the “Company”) approved the Mr. Cooper Group Inc. 2019 Omnibus Incentive Plan (the “Incentive Plan”) which had previously been approved by the Company’s Board of Directors, subject to stockholder approval. A summary description of the Incentive Plan is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 11, 2019, under the caption “Proposal 4: Approval of the 2019 Omnibus Incentive Plan” and is incorporated herein by reference. The summary description of the Incentive Plan contained in the Company’s 2019 Proxy Statement does not purport to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan, which is included as Exhibit 10.1. Additionally, the Company’s Board of Directors approved forms of Restricted Stock Unit Grant Notices and Award Agreements for employees and non-employee directors for use by the Company in connection with awards of restricted stock units under the Incentive Plan. The forms are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On May 16, 2019, the Company held its 2019 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 2020.
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Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Jay Bray
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70,208,223
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2,789,107
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89,901
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13,161,060
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Busy Burr
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68,706,080
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2,000,945
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2,380,206
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13,161,060
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Robert Gidel
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65,821,560
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4,879,365
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2,386,306
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13,161,060
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Roy Guthrie
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68,690,119
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2,012,350
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2,384,762
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13,161,060
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Christopher Harrington
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68,668,752
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2,033,054
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2,385,425
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13,161,060
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Michael Malone
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68,634,329
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2,068,028
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2,384,874
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13,161,060
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Tagar Olson
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58,672,517
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12,033,391
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2,381,323
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13,161,060
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Steven Scheiwe
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68,583,786
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2,116,846
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2,386,599
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13,161,060
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Proposal 2: Advisory vote to approve named executive officer compensation
Stockholders approved on a non-binding advisory basis the compensation of the Company’s named executive officers.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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41,778,540
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28,993,713
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2,314,978
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13,161,060
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Proposal 3: Advisory vote on the frequency to hold an advisory vote on executive compensation
The frequency of voting every year on executive compensation was approved on a non-binding advisory basis.
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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53,224,225
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402,443
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17,098,088
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2,362,475
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13,161,060
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As a result of the stockholder advisory vote and other factors, the Company will hold future non-binding advisory votes on executive compensation every year until the next advisory vote on the frequency of stockholder votes on executive compensation.
Proposal 4: Approve the 2019 Omnibus Incentive Plan
Stockholders approved the 2019 Omnibus Incentive Plan.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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40,100,194
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30,656,903
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2,330,134
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13,161,060
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Proposal 5: 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, 2019.
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Votes For
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Votes Against
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Abstentions
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82,923,500
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830,421
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2,494,370
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Proposal 6: Ratification of an amendment to our Bylaws to designate Delaware as the exclusive forum for the adjudication of certain disputes
Stockholders ratified an amendment to the Company’s Bylaws to designate Delaware as the exclusive forum for the adjudication of certain disputes.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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56,153,212
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14,515,608
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2,418,411
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13,161,060
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit No.
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Description
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10.1
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10.2
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10.3
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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.
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Mr. Cooper Group Inc.
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Date: May 16, 2019
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By:
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/s/ Christopher G. Marshall
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Christopher G. Marshall
Vice Chairman & Chief Financial Officer
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