Invesco Ltd

For the period ended May 23, 2024. Filed Mar 28, 2024.

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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 23, 2024 · Filed Mar 28, 2024

IVZ$27.080.0%Stored close · as of Nov 6, 2026

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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 Ltd.

(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 General Meeting of Shareholders

Invesco was founded in and headquartered in Atlanta, Georgia
1935	About Invesco At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring partnerships and create better outcomes for our clients. The company focuses on four key long-term strategic objectives that are designed to sharpen our focus on client needs, further strengthen our business over time and help ensure our long-term success:
$1.6 trillion1
in assets under management for both retail and institutional investors Approximately 8,5001 employees to better serve our clients 120+ countries where we service our clients 20+ countries where we are on the ground to leverage local presence	Deliver the excellence our clients expect • Achieve strong, long-term investment performance. • Deliver a quality investment process and a frictionless experience with superior engagement. • Provide advice and solutions to help our clients best manage their portfolios and succeed with their own clients. Grow high demand investment offerings • Deliver ahead of clients’ expectations through product innovation, investment styles, and packaging options. • Focus our offerings at the intersection of high opportunity markets and high demand capabilities. Create an environment where talented people thrive • Attract and develop high performing, diverse talent with skills aligned to deliver against business outcomes. • Create an inclusive and engaging culture that values diversity of thought which enables us to work as one team to deliver better outcomes. Act like owners for all stakeholders • Be disciplined stewards of firm resources with a focus on profitable growth. • Invest in the success of our clients, our shareholders, and ourselves.
1. December 31, 2023.

Notice of 2024 Annual General

Meeting of Shareholders

DATE Thursday May 23, 2024 TIME 12:00 p.m. Eastern Time PLACE Virtual Meeting www.meetnow.global/ MQZGZ65 For details on how to participate in the virtual meeting, see “How do I attend the Annual General Meeting” on page 106. RECORD DATE March 15, 2024			Voting methods
	Internet Visit the web site listed on your Notice	Telephone Call the telephone number listed on your Notice		Mail Sign, date and return a requested proxy card	Virtually Attend the virtual Annual General Meeting
	Who can vote
	Only holders of record of Invesco Ltd. common shares on March 15, 2024 are entitled to notice of, to attend and vote at the Annual General Meeting and any adjournment or postponement thereof. Beginning on March 28, 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 shareholders.
	During the Annual General Meeting, the audited consolidated financial statements for the year ended December 31, 2023 of the company will be presented.
	Your vote is important, and we encourage you to vote promptly, whether or not you plan to attend the Annual General Meeting.
	By order of the Board of Directors,

Voting matters

At or before the 2024 Annual General Meeting of Shareholders, we ask that you vote on the following items.

Items of business	Board voting recommendation
	To elect eleven (11) directors to the Board of Directors to hold office until the annual general meeting of shareholders in 2025
	To hold an advisory vote to approve the compensation paid to our named executive officers
	To amend and restate the Invesco Ltd. 2016 Global Equity Incentive Plan to increase the number of shares authorized under the plan and make certain other revisions
	To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2024
	To vote on a shareholder proposal to request shareholder opportunity to vote on excessive golden parachutes	AGAINST
	To consider and act upon such other business as may properly come before the meeting or any adjournment thereof

2024 Proxy Statement i

	A LETTER TO OUR SHAREHOLDERS FROM THE
	Chair of Our Board
G. Richard Wagoner, Jr. has served as Chair of our Board since 2019 and as a non-executive director of our company since 2013	Dear Fellow Shareholder, The Invesco Ltd. Board of Directors recognizes the trust you place in us as stewards of your investment in the company. Together with Invesco’s leadership team, we are committed to executing the firm’s long-term strategy, which is focused on delivering strong outcomes for our clients, favorable returns to our shareholders, a positive workplace environment for our employees, and the long-term success of the business. Invesco offers a diverse and deep array of market-leading investment capabilities, focused on meeting client needs and demands. While 2023 was a challenging year for the industry, Invesco’s performance demonstrated the strength of the firm’s position and platform, and ability to perform in an uncertain market cycle. In line with the CEO succession plan noted in last year’s letter, on June 30, 2023, Andrew Schlossberg became President and CEO of Invesco, a well-earned elevation for his successful 22-year career at the firm. Andrew replaced Marty Flanagan, Invesco’s long-serving president and CEO, who continues to share his expertise as Chairman Emeritus through the end of this calendar year. Your board is pleased with the smooth and effective manner of this important leadership transition and looks forward to continuing our work with Andrew and his executive leadership team on your behalf. Your board remains very optimistic about the future of both the asset management industry and the success of Invesco. On behalf of the Invesco Board of Directors, thank you for your continued support. Sincerely,
	G. Richard Wagoner, Jr. Chair

ii Invesco Ltd.

A LETTER TO OUR SHAREHOLDERS FROM THE

President and CEO

Andrew Schlossberg has been President and Chief Executive Officer of our company and a director since June 2023

Dear Fellow Shareholder,

2023 was an important and dynamic year for Invesco, the asset management industry and for me personally. Taking the reins as CEO 22 years into my career at Invesco has been an honor I treat with great responsibility. I am so proud of the organization I lead in partnership with the executive leadership team and the Board of Directors as we continue to transform parts of our business to better serve and meet the needs of our clients.

I spent considerable time with clients around the world in 2023. Hearing from them directly has reassured me that Invesco is well positioned as their investment preferences evolve and as structural changes continue apace in our industry. Some of these changes include more emphasis on customized outcomes and investment experiences leveraging both passive and active strategies, shifts in client portfolio allocations including a greater focus on private markets, and a tendency for clients to consolidate their business relationships with fewer investment management partners.

Across Invesco, we have continued on a path of stronger financial discipline, enabling us to allocate resources to drive innovation and acceleration for the benefit of clients. We will continue to leverage our scale to invest in profitable growth and further strengthen a culture that attracts and retains the top talent in our industry.

Ultimately, we are focused on driving sustainable profitable growth and shareholder returns by delivering investment quality and capabilities that build enduring partnerships and create better outcomes for our clients. While our work in each of these areas continues, we are making good progress, and I am appreciative of the client focus and dedication of my Invesco colleagues around the world.

Maintaining momentum in a challenging environment

Global capital markets showed signs of improvement in 2023, though growth was narrowly concentrated and dampened somewhat by geopolitical tensions. Investors grappled with uncertainty as markets felt the effects of turmoil in the Middle East and Ukraine, growing political tensions, and unease over monetary policy and rates. As anticipated, the long-term secular trend of investor preference for passive capabilities, largely at the expense of higher-fee actively managed strategies, continued to put downward pressure on industry revenue and operating margins.

2024 Proxy Statement iii

Building balance sheet strength remains a priority
		Investors moved significant amounts of money to the sidelines, awaiting greater clarity around persistently high interest rates and inflation in most major economies. Despite these industry headwinds, Invesco’s broad diversification across asset classes, distribution channels and geographies enabled the company to take advantage of growth opportunities. Importantly, our diversified product lineup drove net long-term inflows, differentiating Invesco from many industry peers. We continue to position Invesco to perform through various market cycles while staying ahead of the rapid evolution in the asset management industry.
		To benefit our shareholders, clients and colleagues, we remain focused on emphasizing long-term investment quality, streamlining our business, and strengthening our diverse product offering.
		Key to our success is investment quality and innovation. In 2023, our actively managed assets in the top half of the peer groups were 67%, 64%, 71%, and 73% over 1, 3, 5, and 10 years, respectively.1 We continuously offer new ways for clients to get the optimal exposure they seek by expanding their access to a broad range of investments and providing our specialized investment expertise. Additionally, we continued to innovate for client success, delivering new capabilities, portfolio strategies and client solutions (including new ETFs and retail separately managed accounts and private market capabilities for wealth management clients).
		Anticipating and meeting client needs We operate in a $100 trillion industry that we believe will continue to expand as generational shifts drive the growth of wealth and retirement opportunities in established markets and outsized growth continues in emerging economies. We believe the U.S. and China will remain two of the dominant global wealth markets, while continued growth in the broader Asia Pacific and EMEA regions and generational wealth transfers across the globe will continue to provide significant opportunity. Our long-standing, strong, on-the-ground presence in these markets positions Invesco for continued, long-term success.
		We ended the year with nearly $1.6 trillion in assets under management (AUM), an increase of 12.5% from the prior year, as a result of favorable market returns and more than $10.2 billion in net long-term inflows, reflecting Invesco’s deep client relationships, expansive offerings and favorable geographic mix.
		Client demand throughout the asset management industry and at Invesco has narrowed over the past several years, driven by lower-fee-yielding strategies, notably in ETFs and fixed income/liquidity on one end of the spectrum and private market capabilities on the other. Conversely, higher-fee-yielding active equities, in particular across global/international and emerging markets, faced demand challenges and market pressures.
		The revenue headwinds created by these dynamics weighed on our results. While we experienced excellent organic growth in lower-fee capabilities like ETFs and fixed income, it was not enough to offset the revenue loss from outflows in higher-fee capabilities. Our overall net revenue yield declined in 2023, driven by the shift in our asset mix, with net revenue yields by investment strategy remaining relatively stable. We believe the change in our asset mix will moderate the average yield declines moving forward.
1. Invesco data as of December 31, 2023. 2. See the firm’s most recent 10-K and earnings materials at www.invesco.com for full disclosures related to the operating results. See information in Appendix A regarding non-GAAP measures.		Despite these dynamics and headwinds, Invesco delivered net revenues in 2023 of $4.3 billion, adjusted operating income of $1.2 billion and adjusted diluted earnings per share of $1.51, while returning over $500 million to common shareholders.2 The firm also achieved $44 million of the expected $50million of annualized run-rate expense savings we anticipate for 2024 by further enhancing the firm’s effectiveness and efficiency.
	Our continued fiscal discipline and companywide simplification efforts enabled Invesco to reallocate resources to areas of growth while achieving ongoing cost savings. We also made strides in implementing our Alpha platform, which

iv Invesco Ltd.

1. Net debt is equal to Debt less Cash and cash equivalents.
		when complete will help drive greater efficiencies and effectiveness across our investment platform.
		Building balance sheet strength remains a priority. At year-end, our cash balance was $1.5 billion, and our credit facility was unused. We lowered our Net debt1 significantly in 2023 and on January 30, 2024, we redeemed $600 million senior notes. As a result, we expect to reach our stated goal of zero Net debt1 later this year.
		The resiliency of our firm’s net flows performance in a difficult market for organic growth was evident as we exited 2023, reinforcing our commitment to continue investing in high-demand capability areas.
		In 2023, we organized our business to more effectively address clients’ desire to work with fewer partners while demanding all the benefits of deeper relationships. Our focus is on providing a client experience that balances investment quality and global consistency with an expected level of customization to ensure that we support our clients in delivering success to them and their investors.
		Positioned for the future: our people and expertise We drive sustainable profitable growth by delivering capabilities that build enduring partnerships and create better outcomes for our clients.
Our people are the driving force that helps our clients achieve their investment goals		As we enter 2024, we are well-positioned to help clients navigate the impact of evolving market dynamics and subsequent changes to their portfolios. Our key strengths will continue to be an advantage in the asset management industry – specifically our global reach, client-centric culture and strong capabilities in ETFs and indexed solutions, fixed income, private markets and high-conviction active equity, as well as our leading presence in Asia Pacific. We believe Invesco is poised to take an even greater share of the worldwide $100 trillion addressable market.
	Our people are the driving force behind achieving all our goals and success for our clients. We continued to take steps in 2023 that improve our ability to motivate, retain and attract top talent, with new or expanded programs that enhance organizational health, evolve our company culture and further support the strong diversity across our global firm.
		While on the topic of our people, I note with sadness the sudden loss in March 2024 of our colleague, Mark F. Giuliano, who served as our Chief Administrative Officer. We are grateful for the immeasurable contributions Mark made at Invesco over the course of his eight years with us as an invaluable member of the Executive Leadership Team. Mark was a selfless and generous leader and friend, and the entire organization mourns his loss.
		With significant progress and a clear strategy forward, I share my deepest appreciation to our shareholders for your ongoing support as Invesco continues to deliver success for you, our clients and our employees.
		Sincerely,
		Andrew Schlossberg
		President and CEO, Invesco

2024 Proxy Statement v

Frequently requested information

Board diversity	9	Clawback policy	72
Board oversight	25	Pay vs. performance	84
Board skills and matrix	10	Stock ownership guidelines for NEOs	71
Stock ownership guidelines for NEDs	20

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.