DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

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Mr. Cooper Group Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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P.O. BOX 8016, CARY, NC 27512-9903

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Mr. Cooper Group Inc. Annual Meeting of Shareholders Thursday, May 23, 2024 9:00 AM, Local Time Four Points by Sheraton - Dallas/Fort Worth Airport North 1580 Point West Blvd, Coppell, TX 75019 If you plan to attend the meeting, you must email your RSVP to secretary@mrcooper.com. For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/COOP To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before May 13, 2024.				Scan QR for digital voting Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting To Be Held On May 23, 2024 For Shareholders of record as of March 25, 2024 To order paper materials, use one of the following methods. Internet: www.investorelections.com/COOP Call: 1-866-648-8133 Email: paper@investorelections.com * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material.
				Have the 12 digit control number located in the box above available when you access the website and follow the instructions.

SEE REVERSE FOR FULL AGENDA


		Mr. Cooper Group Inc. Annual Meeting of Shareholders

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2 AND 3

PROPOSAL


1.		Election of Directors

		1.01 Jay Bray

		1.02 Busy Burr

		1.03 Roy Guthrie

		1.04 Daniela Jorge

		1.05 Michael Malone

		1.06 Shveta Mujumdar

		1.07 Tagar Olson

		1.08 Steven Scheiwe

2.		To conduct an advisory vote on named executive officer compensation;

3.		To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and

4.		The transaction of such other business as may properly come before the meeting.