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 3, 2022

 

 

Invesco Mortgage Capital Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland		001-34385		26-2749336
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1555 Peachtree Street, NE, Atlanta, Georgia		30309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 892-0896

n/a

(Former name or former address, if changed since last report.)

 

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 (see General Instruction A.2. below):

 

☐	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))

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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		IVR		New York Stock Exchange
7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock		IVRpB		New York Stock Exchange
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock		IVRpC		New York Stock Exchange

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Invesco Mortgage Capital Inc. (the “Company”) was held on May 3, 2022. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Board’s solicitations. At this meeting, the stockholders were requested to: (1) elect a Board of Directors, (2) approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in the proxy statement, (3) approve the amendment and restatement of the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan (the “Amended and Restated Plan”), and (4) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2022, all of which were described in the proxy statement. The following actions were taken by the Company’s stockholders with respect to each of the foregoing items:

1. Election of a Board of Directors. All the nominees for director were elected or re-elected with at least 95% of the votes cast. With respect to each nominee, the total number of broker non-votes was 68,661,198. The table below sets forth the voting results for each director.

 

Name of Nominee		Votes Cast “For”		Votes Cast “Against”		Abstentions
John S. Day		145,168,310		5,987,239		976,258
Carolyn B. Handlon		145,359,484		5,829,047		943,276
Edward J. Hardin		145,834,494		5,298,072		999,241
James R. Lientz, Jr.		145,336,365		5,775,988		1,019,454
Don H. Liu		146,952,880		4,166,325		1,012,602
Dennis P. Lockhart		145,589,886		5,521,599		1,020,322
Gregory G. McGreevey		144,908,896		6,168,554		1,054,357
Beth A. Zayicek		144,831,618		6,253,530		1,046,659

2. Advisory vote on executive compensation. Our stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers by the affirmative vote of 94% of the votes cast. The total number of broker non-votes was 68,661,198.

 

Votes Cast “For”		Votes Cast “Against”		Abstentions
141,841,624		8,788,137		1,502,046

3. Approval of the Amendment and Restatement of the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan. Our stockholders approved the Amended and Restated Plan by an affirmative vote of 94% of the votes cast. The total number of broker non-votes was 68,661,198.

 

Votes Cast “For”		Votes Cast “Against”		Abstentions
142,397,799		8,490,257		1,243,751

4. Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposal was approved by the stockholders by over 99% of the votes cast, and the voting results were as follows. There were no broker non-votes.

 

Votes Cast “For”		Votes Cast “Against”		Abstentions
213,626,073		5,483,096		1,683,836

 

Item 8.01

Other Events.

On May 3, 2022 the stockholders of the Company approved the Amended and Restated Plan as described above. A description of the material terms of the Amended and Restated Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2022. The description of the Amended and Restated Plan is summary in nature and is qualified in its entirety by reference to the Amended and Restated Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
10.1		Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan as Amended and Restated
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.

 

Date: May 4, 2022