Mr Cooper Group Inc fka COOP

[Dmdmd2020]

As of February 01, 2019, Judge Walrath disallowed all Ex-employee Claimants’ claims. What were the Ex-employee Claimants really fighting for?

IMO...my answers:

1) Pension plans

2) More importantly, their Common Shares of WMI and the Vested Equity Interests via the Equity Incentive Plan (EIP). Since they lost their cases, they lost the opportunity to release their current equity positions (Common Shares) as of the Effective Date (March 19, 2012).

Therefore, IMO...the Ex-Employee Claimants, through their actions, implied that there is great value in the WMI Escrow Markers!

Per Docket #12580 filed as of January 25, 2019:

http://www.kccllc.net/wamu/document/0812229190125000000000001

PDF page 70:

Please go directly to the linked page to get a better view of the complete formatted version of the following text.

“SECURITY OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
This table and the accompanying footnotes provide a summary of the beneficial ownership of the Common Stock as of February 20, 2006, by (i) the directors, (ii) the Company’s Chief Executive Officer, (iii) the other current executive officers and the former executive officer named in the Summary Compensation Table set forth herein, and (iv) all current directors and executive officers as a group. The following summary is based on information furnished by the respective directors and officers.
Each listed person individually owns less than 1% of the outstanding shares and voting power of the Common Stock of the Company, and the Company’s directors and executive officers as a group hold approximately 1.03%. Except as indicated in the footnotes to the table below, each person has sole voting and investment power with respect to the shares he or she beneficially owns.
Name
Stock(4)
Total Common Options Beneficial
Stock(1) Exercisable(2) Ownership(3) ABCDE
Phantom
Total Stock-Based Ownership(5)
Thomas W. Casey 180,044(6) 480,834
660,878 —
660,878
704,741
62,830
78,845
7,319,497
1,992
6,482
76,804
—
80,792
58,524
42,699
202,411
414,403
47,516
1,985
82,880
90,903
Craig J. Chapman( 7 )
21,146( 8 )
656,251
677,397
27,344
Anne V. Farrell 14,798( 9 ) 45,250
60,048 2,782
Stephen E. Frank
28,000(10)
48,063
76,063
2,782
Kerry K. Killinger 1,384,374(11) 5,476,713
6,861,087 458,410
Thomas C. Leppert
1,635(12)
—
1,635
357
Charles M. Lillis 5,635( 1 3 ) —
5,635 847
Phillip D. Matthews
23,607(14)
50,415
74,022
2,782
Regina Montoya — —
— —
Michael K. Murphy
Mary E. Pugh
26,518(15)
24,123( 1 6 )
5,917(17)
45,250
17,685
34,000
71,768
41,808
39,917
9,024
16,716
2,782
Margaret Osmer McQuade
William G. Reed, Jr 175,370( 1 8 ) 5,000
180,370 22,041
Stephen J. Rotella
332,570(19)
81,833
414,403
—
David C. Schneider 47,516( 2 0 ) —
47,516 —
Orin C. Smith
1,635( 2 1 )
—
1,635
350
James H. Stever 34,848( 2 2 ) 45,250
80,098 2,782
Willis B. Wood, Jr(23)
27,897(24)
48,063
75,960
14,942
All directors and current executive officers as a group (24 persons)(25)
2,864,202
7,660,328
10,524,530
566,689
11,091,219

_____________________________

Take a close look at the table above, it details the holdings of three Ex-employee Claimants (Stephen Rotella, President & COO; Thomas Casey, EVP & CFO; David Schneider, President of Home Loans Group)

_____________________________


PDF page 95 of 133:

“ITEM 3. APPROVAL OF
THE WASHINGTON MUTUAL, INC. AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
On February 21, 2006, the Board of Directors unanimously adopted an amendment and restatement of the 2003 EIP (the “Restated EIP”), subject to approval by the Company’s shareholders at the 2006 Annual Meeting. The Board believes that the Restated EIP will promote the long term interest of the Company and its shareholders by strengthening the Company’s ability to attract, motivate and retain employees, officers, directors, consultants, agents, advisors and independent contractors and by providing additional incentive for those persons through stock ownership and other incentives to improve operations, increase profits and strengthen the mutuality of interest between those persons and the Company’s shareholders. The 2003 EIP was originally adopted by the Board of Directors on February 18, 2003, and approved by the Company’s shareholders on April 15, 2003.
Description of Proposed Changes to the Plan
The following are the primary changes that are being proposed in the Restated EIP:
Ø increasing the number of shares of Common Stock that may be subject to awards made under the 2003 EIP by an additional 65,000,000 shares;
Ø adding a share counting formula to the 2003 EIP pursuant to which each share to be issued under equity awards that are not options or stock appreciation rights counts as two shares against the number of total shares available for awards under the 2003 EIP, and each share to be issued under awards that are options or stock appreciation rights counts as one share against the total shares available for awards under the 2003 EIP;
Ø adding a provision such that shares subject to options and stock appreciation rights granted under the Restated EIP that are not issued upon the net settlement or net exercise of such options or stock appreciation rights, as well as shares that are delivered to or retained by the Company to pay the exercise price or withholding taxes related to options or stock appreciation rights and shares repurchased on the open market with the proceeds of option exercises, are not available for additional grants under the Restated EIP;
Ø increasing the personal limit on the number of shares that may be subject to awards in any year by an additional 2,000,000 shares to 7,000,000 shares;
Ø increasing the limit on the number of shares that may be subject to awards under the Restated EIP (other than options and stock appreciation rights) that either contain no restrictions or are subject to restrictions and/or vesting based solely on continuous employment or services for a period of less than three years to 10,000,000 shares (from 4,350,000 shares); and
Ø expanding the categories of performance criteria that may be used under the Restated EIP.
The other material features of the Restated EIP generally remain the same as under the terms of the 2003 EIP previously approved by the shareholders. However, the Restated EIP makes certain additional changes to the terms of the 2003 EIP in order to clarify specified matters and to ensure the Company’s continued compliance with the Code. In order for the Restated EIP to take effect, it must be approved by shareholders at the 2006 Annual Meeting.”

____________________

PDF page 97 of 133:

“Shares Subject to the Restated EIP.
Subject to adjustment in the event of stock splits, stock dividends and the like, if the Restated EIP is approved by shareholders, the maximum number of shares of Common Stock that may be subject to awards made under the Restated EIP would be:
Ø 94,035,000 shares, plus
Ø additional shares consisting of any authorized shares not issued or subject to outstanding awards under the Company’s Equity Incentive Plan and the 1994 Stock Option Plan (the “Prior Plans”) as of April 15, 2003 (the date the 2003 EIP was originally approved by the Company’s shareholders) and any shares subject to outstanding awards under the Prior Plans as of that date that cease for any reason to be subject to such awards (other than by reason of exercise or settlement to the extent they are exercised for or settled in vested and nonforfeitable shares), up to an aggregate maximum of 120,745,000 shares.
The maximum number of shares that may be subject to awards made under the Restated EIP that have no restrictions or have restrictions based solely on service for less than three years is 10,000,000, except that shares issuable under stock options, stock appreciation rights and other awards where the grant, issuance, vesting or forfeiture of the award is contingent upon performance criteria and shares issued under an award by reason of a change in control or a participant’s death, retirement or disability do not count against this limit.
In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure affects the number or kind of securities of the Company outstanding or results in new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee can make adjustments it determines appropriate in the maximum number and kind of securities available for issuance under the Restated EIP (including adjustments in the limits on the number and kind of securities subject to various awards as set forth in the Restated EIP) and in the number and kind of securities that are subject to any outstanding award and the per share price of such securities, without any change in the aggregate price to be paid therefor. Such adjustments may be designed to comply with Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Restated EIP and subject to awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s security holders.”