Current Report Filing (8-k)

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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 8, 2023

 

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.)

1331 Spring Street, NW, Suite 2500
Atlanta,			Georgia						30309
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: [phone]

1555 Peachtree St. NE, Suite 1800, Atlanta, GA 30309

(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))

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% Series A Cumulative Redeemable Preferred Stock

IVRpB

New York Stock Exchange

7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock

IVRpC

New York Stock Exchange

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. ☐

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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 8, 2023. 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) select, on an advisory basis, the frequency of future advisory votes on the compensation of our names executive officers, and (4) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2023, 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 re-elected with at least 95% of the votes cast. With respect to each nominee, the total number of broker non-votes was 8,865,458. The table below sets forth the voting results for each director.

Name of Nominee			Votes Cast "For"			Votes Cast "Against"			Abstentions
John S. Day			17,088,979			864,232			318,066
Carolyn B. Handlon			17,517,031			618,669			135,577
Katharine W. Kelley			17,623,733			511,672			135,872
Don H. Liu			17,470,244			660,936			140,097
Dennis P. Lockhart			17,485,986			641,378			143,913
Gregory G. McGreevey			17,563,659			557,433			150,185
Beth Zayicek			17,597,255			534,984			139,038

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 8,865,458. The table below sets forth the voting results.

Votes Cast "For"			Votes Cast "Against"			Abstentions
16,948,638			1,149,189			173,450

3. Advisory vote on frequency of future advisory votes on executive compensation. Our stockholders selected, on an advisory, non-binding basis, their preference for the frequency of future advisory votes to approve compensation of our named executive officers as set forth in the table below. The total number of broker non-votes was 8,865,458.

1 Year			2 Years			3 Years			Abstentions
17,270,850			240,533			635,729			124,165

The Company has decided, consistent with the majority of the votes cast at the Annual Meeting of Stockholders, that future advisory votes to approve the compensation of our named executive officers be held annually.

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4. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposal was approved by the stockholders by 97% of the votes cast, and the voting results were as follows. There were no broker non-votes.

Votes Cast "For"			Votes Cast "Against"			Abstentions
25,894,590			823,084			419,061

Item 9.01			Financial Statements and Exhibits.

			(d)			Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Invesco Mortgage Capital Inc.

By: Tina Carew

Tina Carew

Vice President, General Counsel and Secretary

Date: May 9, 2023