form8k05092011.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 9, 2011
 
 
 
Invesco Mortgage Capital Inc.
(Exact name of registrant as specified in its charter)
 
 
 
         
Maryland
  
333-151665
  
 262749336
(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 9, 2011. 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) express, on an advisory (non-binding) basis, a preference regarding the frequency of future advisory votes on executive compensation, and (4) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2011, 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 94.54% of the votes cast. With respect to each nominee, the total number of broker non-votes was 25,710,554. The table below sets forth the voting results for each director.
 

 
Name of Nominee
Votes Cast “For”
Votes Cast “Against”
Abstentions
 
G. Mark Armour
 
 
35,619,123
 
1,196,388
 
773,189
 
James S. Balloun
 
 
36,479,842
 
334,931
 
773,927
 
John S. Day
 
 
36,504,054
 
310,322
 
774,324
 
Karen Dunn Kelley
 
 
34,804,249
 
2,010,766
 
773,685
 
Neil Williams
 
 
36,457,248
 
358,842
 
772,610


 
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 98.92% of the votes cast. The table below sets forth the voting results, and the total number of broker non-votes was 25,710,554:
 
 

 
Votes Cast “For”
Votes Cast “Against”
Abstentions
 
37,057,449
 
 
406,271
 
124,982



 
3. Advisory vote on frequency of future advisory votes on executive compensation.  In an advisory (non-binding) vote regarding their preference for the frequency of future advisory votes to approve the compensation of our named executive officers, the voting results were as set forth in the table below. The total number of broker non-votes was 25,710,554.
 
 

 
1 Year
2 Years
3 Years
Abstentions
 
26,092,991
 
 
316,891
 
11,095,284
 
83,534


4. Appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2011. The proposal was approved by the stockholders by 99.68% of the votes cast, and the voting results were as follows. There were no broker non-votes.
 

 
Votes Cast “For”
Votes Cast “Against”
Abstentions
 
62,881,732
 
 
204,216
 
213,306
 

 

 
 
 


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/ Donald R. Ramon  
    Donald R. Ramon  
    Chief Financial Officer  
       
 
 
Date: May 11, 2011