Mr. Cooper (COOP) stockholders approve Rocket merger and pay packages

Rhea-AI Filing Summary

Mr. Cooper Group Inc. stockholders approved the proposed merger with Rocket Companies, Inc. at a special meeting held on September 3, 2025. Investors voted to adopt the Agreement and Plan of Merger dated March 31, 2025, with approximately 50,553,665.02 votes for, 23,017.00 against, and 123,555.00 abstaining, showing strong support for the transaction.

Stockholders also approved, on a non-binding advisory basis, the merger-related compensation for the company’s named executive officers, with 30,630,560.02 votes for, 19,810,669.00 against, and 259,008.00 abstaining. This advisory vote does not affect whether the merger can be completed. The company issued a press release announcing these results, attached as an exhibit.

Positive

• Stockholders strongly approved the merger with Rocket Companies, Inc., with 50,553,665.02 votes in favor of adopting the merger agreement.
• Merger-related executive compensation received advisory approval, with 30,630,560.02 votes for, allowing the company to proceed without revising the disclosed arrangements.

Negative

• None.

Insights

M&A and corporate governance analyst

Stockholders gave strong approval for the Rocket merger and related pay.

The special meeting results show that Mr. Cooper Group Inc. stockholders clearly backed the planned merger with Rocket Companies, Inc.. The merger agreement received about 50.6 million votes for versus a very small number against, indicating broad support for the transaction terms as negotiated on March 31, 2025.

The advisory vote on merger-related compensation for named executive officers was more mixed, with roughly 30.6 million votes for and 19.8 million against, but still passed. Because this compensation vote is explicitly described as non-binding and not a condition to closing, it does not directly affect completion of the merger, though it reflects some shareholder scrutiny on pay. Subsequent company communications and filings will clarify the actual closing of the merger and any final transaction steps.

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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)

Delaware		001-14667		91-1653725
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(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:

☐ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		COOP		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.

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

FAQ

What did Mr. Cooper Group Inc. (COOP) stockholders approve at the special meeting?

Stockholders approved the Agreement and Plan of Merger under which Mr. Cooper Group Inc. will be acquired by Rocket Companies, Inc., adopting the merger agreement dated March 31, 2025.

How did Mr. Cooper Group Inc. (COOP) stockholders vote on the Rocket merger?

For the merger proposal, stockholders cast 50,553,665.02 votes for, 23,017.00 against, and 123,555.00 abstaining, indicating strong support for the transaction.

What was the result of the merger-related compensation vote for COOP executives?

Stockholders approved, on an advisory basis, the merger-related compensation for named executive officers with 30,630,560.02 votes for, 19,810,669.00 against, and 259,008.00 abstaining.

Is approval of the merger-related compensation required to complete the Mr. Cooper–Rocket merger?

No. The filing states that approval of the Merger-Related Compensation Proposal is not a condition to completion of the merger and is advisory only, not binding on the company or Rocket.

Did Mr. Cooper Group Inc. (COOP) issue any announcement about the special meeting results?

Yes. On September 3, 2025, the company issued a press release announcing the special meeting results, which is attached as Exhibit 99.1 and incorporated by reference.

What form of consideration or merger terms are described for the COOP and Rocket transaction?

This excerpt specifies that stockholders adopted the Agreement and Plan of Merger with Rocket but does not detail consideration terms, focusing instead on the voting results.