Invesco Mortgage Capital Inc. 8-K

What Happened

• Invesco Mortgage Capital Inc. filed an 8-K reporting the results of its Annual Meeting of Stockholders held on May 5, 2026. All director nominees were re-elected, the advisory (non-binding) vote on executive compensation was approved, and PricewaterhouseCoopers LLP was ratified as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

• Director elections: all nominees were re-elected with at least 94.0% of the votes cast. Broker non-votes for each nominee: 26,404,510. Voting by nominee:
  • Robert L. Fleshman — For: 26,704,552; Against: 1,536,131; Abstentions: 409,161
  • Katharine W. Kelley — For: 27,201,405; Against: 1,035,487; Abstentions: 412,952
  • Stephanie J. Larosiliere — For: 27,252,978; Against: 1,038,849; Abstentions: 358,017
  • Don H. Liu — For: 26,604,545; Against: 1,695,920; Abstentions: 349,379
  • W. Wesley McMullan — For: 27,142,438; Against: 1,104,105; Abstentions: 403,301
  • Robert B. Waldner — For: 27,227,110; Against: 1,004,565; Abstentions: 418,169
• Advisory vote on executive compensation (say-on-pay): approved by 89.0% of votes cast — For: 24,600,543; Against: 3,045,742; Abstentions: 1,003,559. Broker non-votes: 26,404,510.
• Ratification of auditor: PricewaterhouseCoopers LLP ratified by 96.3% of votes cast — For: 52,242,541; Against: 2,016,486; Abstentions: 795,327. There were no broker non-votes on this item.

Why It Matters

• Board continuity: Re-election of all nominees keeps the current board in place, which matters for company strategy and oversight.
• Shareholder feedback on pay: The strong advisory approval (89%) signals broad shareholder support for executive pay policy, though the vote is non-binding.
• Auditor continuity: Ratifying PwC maintains consistency in financial reporting and audit oversight for fiscal 2026.