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Section 1: 8-K (8-K)

Document
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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 5, 2020
  403913806_ivrwordmarkmainimage15.jpg
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: (404892-0896
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))
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
 
IVRpA
 
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
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.







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 5, 2020. 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, and (3) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2020, 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 69% of the votes cast. With respect to each nominee, the total number of broker non-votes was 37,919,060. The table below sets forth the voting results for each director.
 
 
Name of Nominee
Votes Cast “For”
Votes Cast “Against”
Abstentions
John S. Day
105,916,588
2,465,055
686,942
Carolyn B. Handlon
105,628,494
2,791,499
648,592
Edward J. Hardin
105,881,470
2,476,832
710,283
James R. Lientz, Jr.
74,421,695
33,950,039
696,851
Dennis P. Lockhart
105,877,566
2,477,322
713,697
Gregory G. McGreevey
106,485,143
1,893,529
689,913
Loren Starr
106,714,092
1,638,421
716,072


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 97% of the votes cast. The total number of broker non-votes was 37,919,060.
 

Votes Cast “For”
Votes Cast “Against”
Abstentions
105,164,178
3,031,953
872,454

  






3.   Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 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
144,891,948
1,253,834
841,863


 

Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
Exhibit Number
 
Description
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.

 
Invesco Mortgage Capital Inc.

By: /s/ Rebecca S. Smith         
Rebecca S. Smith
Vice President and Secretary


Date: May 7, 2020




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