Invesco Mortgage Capital Inc.
For the period ended May 7, 2024. Filed Mar 22, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2024 · Filed Mar 22, 2024
Contents
Cover page
Show cover page
DEF 14A 1 d764376ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 240.14a-12 |
Invesco Mortgage Capital Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Proxy
Statement
Notice of 2024 Annual Meeting of Stockholders
Your vote is important: Please vote by using the Internet, the telephone or by signing, dating and returning a proxy card
John S. Day
has served as Chair
since 2023 and as a
non-executive director
since 2009
A letter to our stockholders from the Chair of our Board of Directors
Dear Fellow Stockholder,
On behalf of the Board of Directors, I would like to express our sincere appreciation for your continued support as an investor in Invesco Mortgage Capital Inc. Our Board of Directors and management team are committed to strengthening our business and improving the return on your investment in our company.
Company performance
We, like many of our peers, continued to experience challenges in the Agency residential mortgage-backed securities (“RMBS”) market during the first ten months of 2023. Mortgage performance suffered in the first half of the year due to the regional banking crisis and plummeted beginning in late September and early October as uncertainty with respect to the Federal Reserve’s monetary policy contributed to elevated interest rate volatility. Despite the volatile market conditions in 2023, we were able to continue to pay a consistent dividend each quarter. We also issued approximately 9.7 million shares of our common stock through ourat-the-market program, generating net proceeds of $109.1 million and continued to seek to better balance our capital structure by repurchasing over 422 thousand shares of our Preferred Stock. In addition, our management team actively managed the portfolio during the market volatility that began late in the third quarter, which resulted in a favorable economic return for our stockholders for the 4th quarter of 2023. While management remains cautious on mortgage valuations in the near-term, we believe that a potential reduction in interest rate volatility combined with compelling valuations and favorable funding conditions will support an attractive investment environment for Agency RMBS in 2024.
Our approach to director recruitment and board diversity
The Board remains committed to ensuring that it is composed of a highly capable group of directors who are well-equipped to oversee the success of the company and effectively represent the interests of our stockholders. During 2023, we added two new members to the Board, Katharine Kelley and Carolyn Gibbs. The addition of these directors has provided the Board with new qualifications and perspectives and I am proud to report to you that our board is now comprised of a majority of diverse directors. We encourage you to review the qualifications, skills and experience that we have identified as important attributes for directors of our company and our director skills matrix.
Regards,
John S. Day
Chair and Non-Executive Director
2024 Proxy Statement i
Notice of 2024 Annual Meeting of Stockholders
| Date and time · Items of business · Board voting recommendation | ||||||
|---|---|---|---|---|---|---|
| Tuesday, May 7, 2024, at 2:00 p.m., Eastern Time | 1 | To elect seven (7) directors to the Board of Directors to hold office until the annual meeting of stockholders in 2025 | ||||
| Place | 2 | To hold an advisory vote to approve the company’s executive compensation | ||||
| Kimpton Shane Hotel 1340 W Peachtree St NW Atlanta, GA 30309 | ||||||
| 3 | To approve the amendment and restatement of the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan and make certain other revisions | |||||
| Voting methods | 4 | To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | ||||
| Internet Visit the web site listed on your Notice | ||||||
| Telephone Call the telephone number listed on your Notice | 5 | To consider and act upon such other business as may properly come before the meeting or any adjournment thereof | ||||
| Mail Sign, date and returna requested proxy card In person Attend the Annual Meeting in Atlanta Georgia · Who can vote Only holders of record of our common stock on March 8, 2024 are entitled to notice of and to attend and vote at the Annual Meeting and any adjournment or postponement thereof. Beginning on March 22, 2024, we mailed a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report via the Internet to eligible stockholders. By order of the Board of Directors, Tina Carew, General Counsel and Company Secretary March 22, 2024 | ||||||
ii IVR | Invesco Mortgage Capital Inc.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.