false 0000933136 0000933136 2025-09-03 2025-09-03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 3, 2025
Mr. Cooper Group Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware |
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001-14667 |
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91-1653725 |
| (State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
8950 Cypress Waters Blvd.
Coppell, TX 75019
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code: (469) 549-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
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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 |
| Common Stock, $0.01 par value per share |
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COOP |
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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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 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.
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| FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTE |
| 50,553,665.02 |
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23,017.00 |
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123,555.00 |
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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.
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| FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTE |
| 30,630,560.02 |
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19,810,669.00 |
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259,008.00 |
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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
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| Exhibit No. |
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Description of Exhibit |
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| 99.1 |
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Press Release, dated September 3, 2025 |
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| 104 |
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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.
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| Dated: September 3, 2025 |
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Mr. Cooper Group Inc. |
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By: |
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/s/ Kurt Johnson |
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Kurt Johnson |
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Executive Vice President & Chief Financial Officer |
