UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 3, 2025, Mr. Cooper Group Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed acquisition (the “Merger”) of the Company by Rocket Companies, Inc. (“Rocket”), as disclosed in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 31, 2025. The following is a summary of the matters voted upon at the Special Meeting and the voting results for each such matter.
Proposal 1: The Merger Proposal
Stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated as of March 31, 2025, by and among Rocket, Maverick Merger Sub, Inc., Maverick Merger Sub 2, LLC and the Company.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 50,553,665.02 | 23,017.00 | 123,555.00 | 0.00 |
Proposal 2: The Merger-Related Compensation Proposal
Stockholders approved the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the Merger.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 30,630,560.02 | 19,810,669.00 | 259,008.00 | 0.00 |
Approval of the Merger-Related Compensation Proposal is not a condition to the completion of the Merger, and the vote with respect to such proposal was advisory only and will not be binding on the Company or Rocket.
Item 8.01. Other Events.
On September 3, 2025, the Company issued a press release announcing the results of the Special Meeting, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated September 3, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Dated: September 3, 2025 | Mr. Cooper Group Inc. | |||||
| By: | /s/ Kurt Johnson | |||||
| Kurt Johnson | ||||||
| Executive Vice President & Chief Financial Officer | ||||||