__________________
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):
May 21, 2014

NATIONSTAR MORTGAGE HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware
001-35449
45-2156869
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification Number)
350 Highland Drive
Lewisville, Texas 75067
(Address of principal executive offices)

(469) 549-2000
(Registrant’s telephone number, including area code)


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))






Item 5.07
Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders of Nationstar Mortgage Holdings Inc. (“Nationstar”) was held on May 21, 2014. Results with respect to proposals submitted at the meeting were as follows:

Proposal 1: Election of directors
    
Stockholders elected two directors to serve terms expiring at Nationstar’s annual meeting of stockholders to be
held in 2017.
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Robert H. Gidel
80,346,821
199,392
6,998,788
Brett Hawkins
80,348,131
198,082
6,998,788


Proposal 2: Ratification of appointment of independent registered public accounting firm

Stockholders ratified the selection of Ernst & Young LLP as Nationstar’s independent registered public accounting firm for the year ending December 31, 2014.

Votes For
Votes Against
Abstentions
 
87,325,094
5,167
214,740
 

Proposal 3: An advisory vote on executive compensation (the “say-on-pay vote”)
 
Stockholders approved the compensation of Nationstar’s named executive officers.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
78,422,824
 
1,905,977
 
217,412
 
6,998,788

Proposal 4: An advisory vote on whether the say-on-pay vote should be held every one, two or three years

The advisory vote on the frequency of future say-on-pay votes resulted in “3Years” receiving the largest number of stockholder votes as indicated by the voting totals below. Based on these results, the Board of Directors of Nationstar has determined that Nationstar will hold a say-on-pay vote every three years.
1 Year
 
2 Years
 
3 Years
 
Abstentions
 
Broker Non-Votes
 
2,656,104
 
120,555
 
77,553,039
 
216,515
 
6,998,788




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.
 
 
 
 
 
 
 
 
 
 
 
 
Nationstar Mortgage Holdings Inc.
 
 
 
 
Date: May 22, 2014
 
 
 

By:

By:
/s/ Robert D. Stiles
 
 
 
 
 
 
Robert D. Stiles
Executive Vice President and Chief Financial Officer