Invesco Mortgage Capital Inc.
For the period ended May 6, 2025. Filed Mar 24, 2025.
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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 6, 2025 · Filed Mar 24, 2025
IVR$5.41-0.9%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 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 2025 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 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 Mortgage investors continued to face a number of headwinds in 2024, as evolving market expectations for fiscal and monetary policy resulted in elevated volatility and sharply higher interest rates. Despite this environment, Agency residential mortgage-backed securities produced modestly positive performance during the year, allowing us to maintain a consistent dividend while producing a positive economic return of 5.2%. We made strides in balancing our capital structure by issuing 13.2 million shares of our common stock through our at-the-market program, generating net proceeds of $116.2 million. In addition, we reduced our preferred shares by repurchasing 477 thousand shares of preferred stock throughout the year before redeeming the remaining 4.2 million shares of our Series B preferred stock when they became callable in December. These actions decreased the relative percentage of our preferred stock from 37% of our capital structure at December 31, 2023, to 24% at December 31, 2024. While management remains cautious on mortgage valuations in the near-term, our long-term outlook for Agency RMBS is favorable. We believe that attractive valuations, an eventual decline in interest rate volatility, and a steeper yield curve will support an attractive investment environment for Agency RMBS in 2025. A Farewell and our Continued Approach to Director Recruitment We end by saying goodbye to Dennis Lockhart, who has served as a director since 2017. He has provided excellent guidance and counsel to our Board and management team during a challenging and difficult-to-predict interest rate environment. Dennis provided invaluable experience and insights to us based on his experience as President and CEO of the Federal Reserve Bank of Atlanta, and he will be missed. We made two excellent additions to the board this year. Wes McMullan joined the Board in June 2024 having served a 33-year career at the FHLBank Atlanta where he had been CEO for 11 years, bringing financial and capital market, mortgage-related asset and executive leadership skills to our board. Rob Fleshman joined our Board in November 2024 following a 40-year career in public accounting, recently retired as an audit partner at Deloitte & Touche LLP. He served as an engagement partner on a diverse group of clients primarily in the real estate and financial services industries and held several leadership positions in the firm’s audit and real estate practice. We are proud that we continue to have 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. Regards, John S. Day Chair and Non-Executive Director |
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2025 Proxy Statement i
Notice of 2025 Annual Meeting of Stockholders
| Items of business · Board voting recommendation | ||||||||
|---|---|---|---|---|---|---|---|---|
| Date and time | 1 | To elect seven (7) directors to the Board of Directors to hold office until the annual meeting of stockholders in 2026 | FOR | |||||
| Tuesday, May 6, 2025, at 2:00 p.m., Eastern Time | ||||||||
| Place | 2 | To hold an advisory vote to approve the company’s executive compensation | FOR | |||||
| Kimpton Shane Hotel 1340 W Peachtree St NW Atlanta, GA 30309 | ||||||||
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 | FOR | ||||||
| Voting methods | 4 | To consider and act upon such other business as may properly come before the meeting or any adjournment thereof | ||||||
| Internet Visit the web site listed on your Notice | ||||||||
| Telephone Call the telephone number listed on your Notice 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 14, 2025 are entitled to notice of and to attend and vote at the Annual Meeting and any adjournment or postponement thereof. Beginning on March 24, 2025, 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 24, 2025 | ||||||||
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.