form8k05052016.htm

 
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 4, 2016
 
 

 
 
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))



 
 

 

 
 

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 4, 2016. 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, 2016, 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 95.1% of the votes cast. With respect to each nominee, the total number of broker non-votes was 36,537,238. The table below sets forth the voting results for each director.
 
 
Name of Nominee
Votes Cast “For”
Votes Cast “Against”
Abstentions
 
James S. Balloun
64,217,588
1,805,993
307,106
 
John S. Day
64,335,085
1,673,101
322,501
 
Karen Dunn Kelley
62,760,902
3,263,645
306,140
 
Edward J. Hardin
64,226,685
1,789,224
314,778
 
James R. Lientz, Jr.
64,147,833
1,869,001
313,853
       
Gregory G. McGreevey
62,754,036
3,258,856
317,795


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 96.4% of the votes cast. The total number of broker non-votes was 36,537,238. The table below sets forth the voting results.
 

Votes Cast “For”
Votes Cast “Against”
Abstentions
63,374,162
2,386,060
570,465

 
 
3.   Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The proposal was approved by the stockholders by 98.6% of the votes cast, and the voting results were as follows. There were no broker non-votes.
 
 
Votes Cast “For”
Votes Cast “Against”
Abstentions
101,151,045
1,410,355
306,525



 
 

 


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/ Robert H. Rigsby  
    Name: Robert H. Rigsby  
    Title: Vice President and Secretary  
       
 
 
Date: May 5, 2016