Shareholders back Invesco Mortgage (NYSE: IVR) board, pay and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Invesco Mortgage Capital Inc. held its Annual Meeting of Stockholders on May 5, 2026. Stockholders re-elected all director nominees, each receiving at least 94.0% of the votes cast, with 26,404,510 broker non-votes recorded for each nominee.
Investors also approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 89.0% of votes cast in favor. Finally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 96.3% of votes cast in support.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Director reelection support: At least 94.0% of votes cast
Broker non-votes on directors: 26,404,510 broker non-votes
Say-on-pay support: 89.0% of votes cast
+3 more
6 metrics
Director reelection support
At least 94.0% of votes cast
Support level for each director nominee at 2026 annual meeting
Broker non-votes on directors
26,404,510 broker non-votes
For each director election proposal at the 2026 meeting
Say-on-pay support
89.0% of votes cast
Advisory approval of named executive officer compensation
Say-on-pay vote detail
24,600,543 for; 3,045,742 against; 1,003,559 abstain
Advisory vote on executive compensation at 2026 annual meeting
Auditor ratification support
96.3% of votes cast
Ratification of PricewaterhouseCoopers LLP for fiscal year 2026
Auditor ratification vote detail
52,242,541 for; 2,016,486 against; 795,327 abstain
Appointment of PricewaterhouseCoopers LLP as independent auditor
Key Terms
broker non-votes, advisory (non-binding) basis, independent registered public accounting firm, named executive officers, +1 more
5 terms
broker non-votes financial
"With respect to each nominee, the total number of broker non-votes was 26,404,510."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory (non-binding) basis financial
"approve, on an advisory (non-binding) basis, the compensation of our named executive officers"
independent registered public accounting firm financial
"ratification of the appointment of the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officers financial
"the compensation of our named executive officers as disclosed in the Company's proxy statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
Annual Meeting of Stockholders financial
"The Annual Meeting of Stockholders of Invesco Mortgage Capital Inc."
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, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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” or “registrant” ) was held on May 5, 2026. Proxies for the meeting were solicited pursuant to Section 14(a) of the Exchange Act, and there was no solicitation in opposition to the Company's Board of Directors 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 Company's proxy statement, and (3) ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, all of which were described in the Company's 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 94.0% of the votes cast. With respect to each nominee, the total number of broker non-votes was 26,404,510. The table below sets forth the voting results for each director.
| Name of Nominee | Votes Cast “For” | Votes Cast “Against” | Abstentions | ||||||||
| Robert L. Fleshman | 26,704,552 | 1,536,131 | 409,161 | ||||||||
| Katharine W. Kelley | 27,201,405 | 1,035,487 | 412,952 | ||||||||
| Stephanie J. Larosiliere | 27,252,978 | 1,038,849 | 358,017 | ||||||||
| Don H. Liu | 26,604,545 | 1,695,920 | 349,379 | ||||||||
| W. Wesley McMullan | 27,142,438 | 1,104,105 | 403,301 | ||||||||
| Robert B. Waldner | 27,227,110 | 1,004,565 | 418,169 | ||||||||
2. Advisory vote on executive compensation. The Company's stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers by the affirmative vote of 89.0% of the votes cast. The total number of broker non-votes was 26,404,510. The table below sets forth the voting results.
| Votes Cast “For” | Votes Cast “Against” | Abstentions | ||||||
| 24,600,543 | 3,045,742 | 1,003,559 | ||||||
3. Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved by the stockholders by 96.3% of the votes cast, and the voting results were as follows. There were no broker non-votes.
| Votes Cast “For” | Votes Cast “Against” | Abstentions | ||||||
| 52,242,541 | 2,016,486 | 795,327 | ||||||
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/ Tina Carew
Tina Carew
Vice President, General Counsel and Secretary
Date: May 7, 2026
FAQ
Were all Invesco Mortgage Capital (IVR) director nominees re-elected?
Yes. All director nominees were re-elected, each receiving at least 94.0% of the votes cast. For every nominee, there were 26,404,510 broker non-votes reported, indicating strong support among voting stockholders for the existing Board slate.
What were the vote totals for Invesco Mortgage Capital’s (IVR) say-on-pay proposal?
The advisory say-on-pay proposal received 24,600,543 votes for, 3,045,742 votes against, and 1,003,559 abstentions. This translated into 89.0% support among votes cast, with an additional 26,404,510 broker non-votes recorded on the executive compensation item.
How many broker non-votes occurred on Invesco Mortgage Capital (IVR) director and pay proposals?
For each director election and the advisory vote on executive compensation, there were 26,404,510 broker non-votes. There were no broker non-votes on the proposal to ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.