UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant    ☒                        Filed by a Party other than the Registrant    ☐

Check the appropriate box:

WMIH CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

September 14, 2018

Dear Stockholders:

On behalf of your board of directors (the “Board”), please join us for a Special Meeting of Stockholders (the “Special Meeting”) of WMIH Corp. (the “Company”), which will be held on October 9, 2018, at 9:00 a.m., local time, at WMIH’s offices, 8950 Cypress Waters Boulevard, Coppell, Texas 75019.

During this meeting, stockholders will vote on the following items:

The Board has unanimously approved the amendment to the Certificate of Incorporation and recommends that the Company’s stockholders vote “FOR” Proposal No. 1 and “FOR” Proposal No. 2.

Attached to this letter are a Notice of Special Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. Our bylaws provide that only such business shall be transacted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Company’s notice of meeting.

Your vote is very important, regardless of the number of shares of stock you own. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the Proxy Statement and on your proxy card. Please vote promptly whether or not you expect to attend the Special Meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at the Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

Thank you for your continued support of WMIH Corp.

Sincerely,

Jay Bray

Chairman, President & Chief Executive Officer

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

		9:00 a.m., local time, on October 9, 2018
		WMIH’s offices 8950 Cypress Waters Boulevard Coppell, Texas 75019
		1.  Approve an amendment to our Certificate of Incorporation to (i) effect a reverse stock split of our common stock at a 1-for-12 ratio and (ii) if and when the Reverse Stock Split is effected, reduce the number of authorized shares of our common stock to 300,000,000 and increase the par value per share of our common stock from $0.00001 per share to $0.01 per share (collectively, the “Proposed Amendment”).   2.  Approve the adjournment of the Special Meeting from time to time, if necessary or advisable (as determined by the Company), to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the above proposal.
		Holders of record of our common stock and our Series A preferred stock at the close of business on September 10, 2018 are entitled to vote at the Special Meeting.
		Please complete, sign, date and return your proxy card or submit your proxy by following the instructions contained in this Proxy Statement and on your proxy card. Even if you plan on attending the Special Meeting in person and voting, you are encouraged to submit your proxy to ensure your vote is counted if you are unable to attend. You may revoke your proxy and vote in person at the Special Meeting if you choose to do so.

By Order of the Board,

Elizabeth K. Giddens

Senior Vice President, Deputy General Counsel and

Corporate Secretary

This Notice of Special Meeting and Proxy Statement and the accompanying form of proxy are first being distributed to stockholders on or about September 14, 2018. Each outstanding share of common stock of the Company, par value $0.00001 per share (“Common Stock”), and each outstanding share of Series A convertible preferred stock of the Company, par value $0.00001 per share (“Preferred Stock” and, together with the Common Stock, the “Company Stock”), in each case, on September 10, 2018 (the “Record Date”) are entitled to vote on each proposal listed in this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on October 9, 2018: This Proxy Statement is available free of charge on the Investors section of our website (investors.wmih-corp.com). In addition you may access this Proxy Statement free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site.

VOTING INFORMATION

If at the close of business on September 10, 2018, you were a stockholder of record, you may vote your shares by proxy through the Internet, by telephone or by mail, or you may vote in person at the Special Meeting. For shares held through a broker, bank or other nominee, you may direct the vote of your shares by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. You may revoke your proxies at the times and in the manners described on pages 5-6 of this Proxy Statement.

If you are a stockholder of record and are voting by proxy, your vote must be received by 11:59 p.m., Eastern time, on October 8, 2018 to be counted.

To vote by proxy:

BY INTERNET

BY TELEPHONE

BY MAIL

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

TABLE OF CONTENTS

8950 Cypress Waters Blvd.

Coppell, Texas 75019

Telephone: (469) 549-2000

PROXY STATEMENT

Special Meeting of Stockholders

October 9, 2018

Proposal No. 1: Approval of Amendment to Certificate of Incorporation to Effect Reverse Stock Split, Reduce the Number of Authorized Shares and Increase Par Value of Common Stock			FOR
Our Board unanimously believes that approval of an amendment to our Certificate of Incorporation to effect a reverse stock split, to correspondingly decrease the number of authorized shares of our Common Stock and to increase the par value of our Common Stock is in the best interest of the Company and its stockholders.

Proposal No. 2: Approval of Adjournment of Special Meeting			FOR
Our Board unanimously believes that adjournment of the Special Meeting, if necessary or advisable (as determined by the Company), is in the best interest of the Company and its stockholders.

BACKGROUND TO THE PROPOSALS

Rationale for the Proposed Amendment

The primary purpose for effecting the Proposed Amendment is to increase the per share trading price of our Common Stock so as to:

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GENERAL INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

Why am I being provided with these materials?

We have delivered these proxy materials to you in connection with the solicitation by the Board of the Company of proxies to be voted at our Special Meeting, and at any postponements or adjournments of the Special Meeting. You are invited to attend the Special Meeting.

What am I voting on?

There are two proposals scheduled to be voted on at the Special Meeting:

Who is entitled to vote?

Stockholders as of the close of business on the Record Date may vote at the Special Meeting. As of that date, there were 1,089,714,939 shares of Common Stock and 1,000,000 shares of Preferred Stock outstanding and entitled to vote. Each share of Common Stock outstanding as of the Record Date will be entitled to one vote, and each share of Preferred Stock outstanding as of the Record Date will be entitled to 10.065629 votes. Each stockholder of record as of the Record Date will be able to vote its shares held directly as a stockholder of record as of such Record Date. Any shares held as of the Record Date by a stockholder through an account with a broker, bank or other nominee (shares held in “street name”) cannot be voted directly, and such stockholder instead must instruct the brokerage firm, bank or nominee how to vote their shares.

What constitutes a quorum?

The presence, in person or represented by proxy, of at least a majority in voting power of the outstanding shares of the Company Stock, voting together as a single class, entitled to vote at the meeting is necessary in order to constitute a quorum at the Special Meeting. Abstentions will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business. Although Proposal Nos. 1 and 2 are discretionary items upon which brokers may vote even if you do not provide them with voting instructions, there can be broker non-votes at the Special Meeting if the broker elects not to exercise such discretionary voting authority, and broker non-votes will be counted as present at the meeting for quorum purposes. In the event that a quorum is not present at the Special Meeting, the holders of a majority of the votes represented at the Special Meeting, in person or represented by proxy, may adjourn the meeting from time to time to another time and/or place until a quorum is so present or represented.

How many votes are required to approve each proposal?

The approval of Proposal No. 1 requires the affirmative vote of the holders of a majority of the votes entitled to be cast. The approval of Proposal No. 2 requires the affirmative vote of a majority of the votes entitled to be cast and who are present in person or represented by proxy at the Special Meeting and vote their shares. As of the Record Date, directors and executive officers of the Company and their affiliates (not including affiliates of Kohlberg Kravis Roberts & Co. L.P., which we refer to as “KKR”) owned 18,160,979 shares of Common Stock and no shares of Preferred Stock and were entitled to 18,160,979 votes, representing approximately 1.7% of the total number of votes entitled to be cast at

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the Special Meeting. As of the Record Date, KKR Wand Holdings Corporation (which we refer to as “KKR Wand Holdings”) owned 21,197,619 shares of Common Stock and 1,000,000 shares of Preferred Stock, and KKR Wand Investors Corporation (which we refer to as “KKR Wand Investors” and, collectively with KKR Wand Holdings, as the “KKR Entities”) owned 156,081,323 shares of Common Stock, together representing approximately 17.0% of the total number of votes entitled to be cast at the Special Meeting. The KKR Entities have advised us that they intend to cast all of their votes in favor of Proposal No. 1 and Proposal No. 2. The Company currently expects that its directors and executive officers will vote their shares in favor of Proposal No. 1 and Proposal No. 2, although none of them has entered into any agreements obligating them to do so.

How are votes counted?

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the approval and adoption of an amendment to the Company’s Certificate of Incorporation to effect the Reverse Stock Split, reduce the number of authorized shares of Common Stock and increase the par value per share of our Common Stock (Proposal No. 1), and the approval of any adjournment of the Special Meeting (Proposal No. 2). For Proposal No. 1, abstentions will have the effect of a vote against the proposal. For Proposal No. 2, abstentions will have no effect on the outcome of the vote.

If you just sign and submit your proxy card without voting instructions, your shares will be voted “FOR” each of Proposal Nos. 1 and 2 and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon. If you are a stockholder of record and fail to timely submit a proxy by internet, by telephone or by mail, your vote will be counted only if you attend the Special Meeting and vote your shares in person. If you are a stockholder of record and fail to timely submit a proxy by internet, by telephone or by mail and you fail to vote your shares in person, your shares will not be counted, which will have the same effect as voting such shares “AGAINST” Proposal No. 1.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

How do I vote my shares without attending the Special Meeting?

If you are a stockholder of record, you may vote by granting a proxy. Specifically, you may vote:

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If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern time, on October 8, 2018, for the voting of shares held by stockholders of record.

Mailed proxy cards with respect to shares held of record must be received no later than October 8, 2018.

How do I attend the Special Meeting?

If you plan to attend the Special Meeting in person, please RSVP via email to secretary@mrcooper.com with RSVP as the subject line. If you are a registered stockholder and will be attending the meeting in person, please bring valid photo identification. Stockholders that hold their shares in street name are required to bring valid photo identification and proof of stock ownership in order to attend the meeting, and a legal proxy from their broker, bank or other nominee to vote their shares.

How do I vote my shares at the Special Meeting?

If you are a stockholder of record of the Company as of the Record Date, you may cast your vote in person at the Special Meeting. If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for directing the voting of your shares. “Street name” stockholders who wish to vote at the Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

When and where will the meeting be held?

The Special Meeting will be held on October 9, 2018, at 9:00 a.m. local time, at WMIH’s offices, 8950 Cypress Waters Boulevard, Coppell, Texas 75019. All Company stockholders as of the Record Date, or their duly appointed proxies, may attend the Special Meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 8:30 a.m. local time. For directions to the meeting, you may contact our Corporate Secretary, c/o 8950 Cypress Waters Boulevard, Coppell, Texas 75019.

What does it mean if I receive more than one proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

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If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy at the Special Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Could other matters be decided at the Special Meeting?

As of the date this Proxy Statement went to print, we did not know of any matters to be raised at the Special Meeting other than those referred to in this Proxy Statement.

If other matters are properly presented at the Special Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. We have retained Alliance Advisors LLC to assist in the solicitation of proxies for the Special Meeting for a fee of approximately $7,250, plus reimbursement of reasonable out-of-pocket expenses. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

Who should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement or the enclosed proxy card, you should contact Alliance Advisors LLC, the proxy solicitation agent, toll-free at (833) 786-6492.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT

The following summary describes certain U.S. federal income tax consequences of the Reverse Stock Split to holders of our Common Stock. This summary does not address all of the U.S. federal income tax consequences that may be relevant to any particular holder of our Common Stock, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, partnerships (or other entities classified as partnerships for U.S. federal income tax purposes) and investors therein, “U.S. holders” (as defined below) whose functional currency is not the U.S. dollar, U.S. expatriates, persons subject to the alternative minimum tax, persons who acquired our Common Stock through the exercise of employee stock options or otherwise as compensation, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our Common Stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for U.S. federal income tax purposes, (iii) persons that do not hold our Common Stock as “capital assets” (generally, property held for investment), or (iv) persons who own more than 5% of our Common Stock. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split. This summary does not address the Medicare tax on net investment income or the effects of any state, local or foreign tax laws.

Each holder of our Common Stock should consult its own tax advisor regarding the U.S. federal, state, local, and foreign income and other tax consequences of the Reverse Stock Split.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

U.S. Holders. The discussion in this section is addressed to “U.S. holders”. A “U.S. holder” is a beneficial owner of our Common Stock that is a citizen or individual resident of the United States, a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any state thereof or the District of Columbia or a trust or estate the income of which is subject to U.S. federal income taxation regardless of its source. The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, except as described below with respect to a cash payment from the transfer agent in lieu of fractional shares, no gain or loss will be recognized upon the Reverse Stock Split. Accordingly, the aggregate tax basis in the Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis in the Common Stock surrendered (excluding the portion of the tax basis that is allocable to any fractional share), and the holding period for the Common Stock received should include the holding period for the Common Stock surrendered. A U.S. holder who receives a cash payment from the transfer agent in lieu of a fractional share of our Common Stock pursuant to the Reverse Stock Split generally should recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis in the shares of our Common Stock surrendered that is allocated to the fractional share of our Common Stock. The capital gain or loss should be long term capital gain or loss if the U.S. holder’s holding period for our Common Stock

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surrendered exceeded one year at the Effective Time. The deductibility of net capital losses by individuals and corporations is subject to limitations.

U.S. holders that have acquired different blocks of our Common Stock at different times or at different prices are urged to consult their tax advisors regarding the allocation of their aggregate adjusted basis among, and the holding period of, our Common Stock.

U.S. Information Reporting and Backup Withholding. Information returns generally will be required to be filed with the Internal Revenue Service (“IRS”) with respect to the receipt of a cash payment from the transfer agent in lieu of a fractional share of our Common Stock pursuant to the Reverse Stock Split, unless a U.S. holder is an exempt recipient. In addition, U.S. holders may be subject to a backup withholding tax (at the current applicable rate of 24%) on the payment of this cash if they do not provide their taxpayer identification numbers in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Non-U.S. Holders. The discussion in this section is addressed to “non-U.S. holders”. A non-U.S. holder is a beneficial owner of our Common Stock that is neither a U.S. holder nor a partnership (or other entity classified as a partnership for U.S. federal income tax purposes). Generally, except as described below with respect to a cash payment from the transfer agent in lieu of fractional shares, non-U.S. holders will not recognize any gain or loss or be subject to U.S. federal withholding tax upon the Reverse Stock Split. The gross amount of a cash payment received in lieu of fractional shares should not be subject to U.S. federal income withholding tax and gain recognized with respect to a cash payment received from the transfer agent in lieu of a fractional share will not be subject to U.S. federal income tax unless (a) the gain is effectively connected with the conduct of a trade or business in the United States (and, if certain income tax treaties apply, is attributable to a non-U.S. holder’s permanent establishment in the United States), (b) with respect to non-U.S. holders who are individuals, the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the Proposed Amendment and certain other conditions are met or (c) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes and certain other conditions are met. A non-U.S. holder described in (a) above will be subject to tax on such gain in the same manner as if such non-U.S. holder were a United States person as described in the Code, and, if such non-U.S. holder is a corporation, such gain may be subject to a “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in (b) above will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on such gain, which gain may be offset by United States source capital losses even though the individual is not considered a resident of the United States.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for United States federal income tax purposes). We believe we are not and have not been a United States real property holding corporation.

U.S. Information Reporting and Backup Withholding Tax. In general, backup withholding and information reporting will not apply to payment of cash from the transfer agent in lieu of a fractional share of our Common Stock to a non-U.S. holder pursuant to the Reverse Stock Split if the non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder and the applicable withholding agent does not have actual knowledge or reason to know to the contrary. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that certain required information is timely furnished to the IRS.

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OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of shares of our Company Stock as of August 15, 2018 by (1) each person known to us to beneficially own more than 5% of our outstanding Company Stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC.

According to the Schedule 13D/A, the KKR Reporting Persons beneficially own an aggregate of 187,344,571 shares of Common Stock, which represent, in the aggregate, approximately, 17.0% of the outstanding shares of Common Stock, and have shared voting power and shared dispositive power with respect to 187,344,571 shares of Common Stock. The 187,344,571 shares of Common Stock consist of 1,000,000 shares of Preferred Stock held directly by KKR Wand Holdings convertible into 10,065,629 shares of Common Stock, 21,197,619 shares of Common

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Stock held directly by Wand Holdings and 156,081,323 shares of Common Stock held directly by KKR Wand Investors, the foregoing being based on 1,089,679,818 shares of Common Stock outstanding as of August 15, 2018 and assumes that all 10,065,629 shares underlying the Preferred Stock have been converted and are outstanding. According to the Schedule 13D/A, each of Messrs. Olson and Harrington (as the sole directors and holders of voting stock of KKR Wand Holdings and KKR Wand Investors) may be deemed to be the beneficial owner of the securities owned directly by KKR Wand Holdings and KKR Wand Investors. Each of KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR & Co. (as the sole shareholder of KKR Group Holdings), KKR Management (as the controlling shareholder of KKR & Co.), and Messrs. Kravis and Roberts (as the designated members of KKR Management), may be deemed to have shared beneficial ownership of the securities beneficially owned directly by KKR Wand Holdings and KKR Wand Investors, and each disclaims beneficial ownership of the securities.

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HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 by contacting WMIH Corp., Attention: Corporate Secretary, 8950 Cypress Waters Boulevard, Coppell, Texas 75019 or by telephone at (469) 549-2000.

OTHER BUSINESS

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

STOCKHOLDER PROPOSALS FOR THE 2019 ANNUAL MEETING

If any stockholder wishes to propose a matter for consideration at our 2019 Annual Meeting of Stockholders, the proposal should be mailed by certified mail return receipt requested, to WMIH Corp., Attention: Corporate Secretary, 8950 Cypress Waters Boulevard, Coppell, Texas 75019. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8(e) of the Exchange Act) for inclusion in our 2019 Annual Meeting Proxy Statement and form of proxy, a proposal must be received by our Corporate Secretary on or before February 1, 2019. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.

In order for a stockholder proposal to be considered for inclusion in this Proxy Statement and form of proxy for the 2019 annual meeting of stockholders, stockholders must comply with Rule 14a-8 promulgated under the Exchange Act and the deadline for receiving such proposals by us is February 1, 2019. Proposals should be mailed to us, to the attention of the Corporate Secretary, at WMIH Corp., 8950 Cypress Waters Boulevard, Coppell, Texas 75019. A stockholder who intends to present a proposal at the our annual meeting in 2019, other than pursuant to Rule 14a-8, must comply with the requirements as set forth in our bylaws, including Section 2.13, which requires stockholders to deliver notice of all proposals, nominations for director and other business to or principal executive offices no later than 90 calendar days (or March 3, 2019) and no earlier than 120 calendar days (or February 1, 2019) prior to the one-year anniversary of the date on which our proxy statement was released to stockholders in connection with the previous year’s annual meeting of stockholders and such proposal must be a proper matter for stockholder action under Delaware corporate law.

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (wmih-corp.com)

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and click on “Financial Information” under the “Investor Information” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2017, including financial statements and schedules thereto, filed with the SEC, are also available without charge to stockholders upon written request addressed to:

WMIH Corp.

Attention: Corporate Secretary

8950 Cypress Waters Boulevard

Coppell, Texas 75019

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ANNEX A

CERTIFICATE OF AMENDMENT

OF

WMIH CORP.

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

WMIH Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by restating Article IV so that, as amended, said Article shall be and read as follows:

ARTICLE IV CAPITALIZATION

The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is Three Hundred and Ten Million (310,000,000) shares, of which:

Three Hundred Million (300,000,000) shares, par value $0.01 per share, shall be shares of common stock (the “Common Stock”); and

Ten Million (10,000,000) shares, par value $0.00001 per share, shall be shares of preferred stock (the “Preferred Stock”).

1.            Common Stock. Except as (i) otherwise required by law or (ii) expressly provided in this Certificate of Incorporation, each share of Common Stock shall have the same powers, rights and privileges and shall rank equally, share ratably and be identical in all respects as to all matters.

(a)        Dividends. Subject to the rights of the holders of Preferred Stock, and to the other provisions of this Certificate of Incorporation, holders of Common Stock shall be entitled to receive equally, on a per share basis, such dividends and other distributions in cash, securities or other property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

(b)        Voting Rights. At every annual or special meeting of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast one (1) vote for each share of Common Stock standing in such holder’s name on the stock transfer records of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including, without limitation, to vote on any certificate of designation (or any amendment thereto) relating to any series of Preferred Stock) that solely amends, modifies or alters the terms of one or more outstanding series of Preferred Stock if, pursuant to the terms of such outstanding series or the DGCL, the holders of such Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to the exclusion of the holders of the Common Stock, to vote thereon pursuant to this Certificate of Incorporation (including, without limitations, any certificate of designation relating to any series of Preferred Stock).

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(c)        Preemptive Rights. Stockholders of the Corporation shall have no preemptive rights to acquire additional shares of stock or securities convertible into shares of stock of the Corporation.

2.            Preferred Stock. The Preferred Stock may be issued from time to time in one or more series in any manner permitted by law and the provisions of this Certificate of Incorporation, as determined from time to time by resolution of the Board of Directors and stated in the resolution or resolutions providing for its issuance, prior to the issuance of any shares. The Board of Directors shall have the authority by resolution to fix and determine, subject to these provisions, the designation of each series, the number of shares of each series, and the powers (including voting powers), preferences, and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, and to amend the designation, powers, preferences and rights of the shares of any series of Preferred Stock that is wholly unissued. Unless otherwise specifically provided in the resolution establishing any series, the Board of Directors shall further have the authority, after the issuance of shares of a series whose number it has designated, by resolution to increase or decrease the number of shares of that series, but any decrease shall not be below the number of shares of such series then outstanding. The authority of the Board of Directors under this Section 2 of this Article IV may be delegated to a committee of the Board of Directors of the Corporation to the extent permitted under Section 141(c)(2) of the DGCL.

Upon this Amendment to the Amended and Restated Certificate of Incorporation becoming effective pursuant to the DGCL (the “Effective Time”), each 12 shares of Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time will be reclassified into one issued, fully paid and nonassessable share of Common Stock, without any action required on the part of the Corporation or the holders of such Common Stock. No fractional shares of Common Stock will be issued in connection with the reclassification of shares of Common Stock provided herein. In lieu of fractional shares, the aggregate of all fractional shares otherwise issuable to the holders of record of Common Stock shall be issued to Computershare Trust Company, N.A., as transfer agent for the Common Stock (the “Transfer Agent”), as agent, for the accounts of all holders of record of Common Stock otherwise entitled to have a fraction of a share issued to them. The sale of all fractional interests will be effected by the Transfer Agent as soon as practicable after the Effective Time on the basis of prevailing market prices of the Common Stock at the time of sale. After such sale and upon the surrender of the stockholders’ stock certificates, if any, the Transfer Agent will pay to such holders of record their pro rata share of the net proceeds derived from the sale of the fractional interests. From and after the Effective Time, stock certificates representing the Common Stock issued immediately prior to the Effective Time, if any, shall represent the number of whole shares of Common Stock into which such Common Stock shall have been reclassified pursuant to this Amendment to the Amended and Restated Certificate of Incorporation.

SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD: The foregoing amendment shall be effective upon filing with the Secretary of State of the State of Delaware.

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