Invesco Ltd.
For the period ended May 23, 2025. Filed Mar 28, 2025.
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May 23, 2025 · Filed Mar 28, 2025
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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 2025 Annual General Meeting of Shareholders
| 1935 | About Invesco At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring relationships and create better outcomes for our clients. We have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders. The firm’s strategic priorities are aligned with four key long-term themes that are designed to sharpen our focus on client needs, further strengthen our business over time and help ensure our long-term success: |
| Invesco was founded in and headquartered in Atlanta, Georgia | |
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| $1.85 trillion1 | |
| in assets under management inclusive of 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 a holistic value proposition including advice and solutions to help our clients best manage their portfolios and succeed with their own clients. Grow high demand investment offerings • Prioritize the intersection of market size, secular change, and Invesco’s unique position to drive growth in the highest opportunity regions. • Grow high demand private markets capabilities leveraging our strong wealth channel and expanding investment strategies. • Drive profitable organic growth, emphasizing high demand, scalable investment capabilities, and delivery vehicles. 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 • Embed next generation technology across all aspects of the business. • Strengthen financial flexibility emphasizing operating leverage. |
| 1. Data as of December 31, 2024. | As an integrated global investment manager, we are keenly focused on meeting clients’ needs and operating effectively and efficiently. A key focus of our business is fostering a strong investment culture and providing the support that enables our investment teams to maintain well-performing investment capabilities. We believe the ability to leverage the capabilities of our investment teams to help clients across the globe achieve their investment objectives is a significant differentiator for our firm. |
Notice of 2025 Annual General
Meeting of Shareholders
| DATE Friday May 23, 2025 TIME 11:30 a.m. Eastern Time PLACE Virtual Meeting www.meetnow.global/ MP4DWQ9 For details on how to participate in the virtual meeting, see “How do I attend the Annual General Meeting” on page 88. RECORD DATE March 14, 2025 | Voting methods | ||||
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| 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 14, 2025 are entitled to notice of, to attend and vote at the Annual General Meeting and any adjournment or postponement thereof. Beginning on March 28, 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 shareholders. | |||||
| During the Annual General Meeting, the audited consolidated financial statements for the year ended December 31, 2024 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, | |||||
| Jeffrey H. Kupor Company Secretary March 28, 2025 | |||||
Voting matters
At or before the 2025 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 2026 | |
| To hold an advisory vote to approve the compensation paid to our named executive officers | |
| To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2025 | |
| To consider and act upon such other business as may properly come before the meeting or any adjournment thereof |
2025 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. Over the course of 2024, your board has worked closely with Invesco’s talented leadership team and is pleased with the meaningful steps taken to further refine and focus the firm’s strategy, deliver sustained organic growth, drive significant organizational simplification, and provide a positive work environment for its employees. The company continued to improve and strengthen its operating results, capital management, client outcomes, and employee experience. Looking to 2025, we remain confident in the company’s direction and leadership team and look forward to continued progress as Invesco continues to execute our strategy, against a backdrop of significant industry change and evolution. On behalf of the Invesco Board of Directors, thank you for your continued support. Sincerely, |
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| G. Richard Wagoner, Jr. Chair |
ii Invesco Ltd.
A LETTER TO OUR SHAREHOLDERS FROM THE
President and CEO
Dear Fellow Shareholder,
Against the backdrop of volatile markets, mixed economic signals, and geopolitical risks in 2024, I am proud of the progress we made executing against our strategy to drive profitable organic growth and deliver value for our shareholders, clients, and employees.
We refocused our efforts to better align to our strategy and address areas of opportunity including growing in Private Markets, delivering active equity performance, and continuing to strengthen our financial flexibility. Over the course of the year we began to see momentum in our operating results.
Our competitive strengths are clear. We have a robust range of public and private active investment strategies and an at-scale ETF platform that enable us to continuously innovate while meeting diverse client needs. We have a global footprint with significant presence in key growth markets, like our unique Asia Pacific profile. Finally, we have leading distribution capabilities with a particular strength in US wealth management, the world’s largest asset channel, where we are known to provide advisor support and education.
Capitalizing on our strengths and making progress in areas of strategic focus
Global footprint
Geographically, our net long-term flows remained positive across all three of our regions, with a notable pick-up through the second half of the year in both Asia Pacific and EMEA. Specifically, in the Asia Pacific region we generated 12.3% organic net long-term flow growth, marking our best year since 2021. One of the unique advantages of our global scale is our ability to bring in-demand investment strategies and deliver them to multiple markets around the world. For example, our Global Equity & Income strategy, managed out of the UK, had $5.1 billion in net long-term inflows in 2024 and continues to be one of the top selling active retail funds in the growing Japanese market.
2025 Proxy Statement iii
| In 2024, our continued strategic focus and disciplined financial management increased our adjusted operating income to $1.4 billion. 1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures. | Public active strategies Fixed Income and Individual Investor Separately Managed Accounts (SMAs). We continued to grow high demand strategic capabilities including Fundamental Fixed Income and our highly scalable SMA product ranges. Our Fundamental Fixed Income platform has strong investment performance and is well positioned to meet clients’ needs across the credit and duration spectrum, geographic preferences, active and passive exposures, and public and private markets. We have plenty of reasons to be optimistic about our ability to capture flows as money increasingly rotates into these asset classes. The market for SMAs is being fueled by strong client demand for a more customizable, tax-efficient investment vehicle. With continued high expectations for growth in the SMA market in the US, we are focused on increasing market share in this segment. We have the scalable capabilities to do so and grew the platform to more than $28 billion in 2024. Active Fundamental Equities. Throughout 2024, we remained highly focused on retaining and selectively growing our fundamental equity investment strategies, against a backdrop of outflows in the industry and for Invesco. In fact, we are seeing net inflows in select areas such as US small-cap, global small-cap and certain global equities. Our teams continue to focus on driving high quality alpha, adding to our talent bench, and strengthening our risk management tools. Regardless of client demand, our focus remains on improving investment performance and gaining market share in these key categories. Private Markets Our established expertise in Real Estate and Private Credit have driven net long-term inflows to our Private Markets platform. Within the category, our private credit capabilities recorded net long-term inflows of $6.8 billion, a 15.6% organic growth rate, largely driven by Bank Loans and CLOs across several fund structures, including our industry leading senior loan ETF. In Real Estate, we continued to see flows into our real estate debt strategy targeting the wealth management channel. Launched in 2023, the strategy doubled in size in 2024 to $2.4 billion in AUM. Our Real Estate team is also well positioned with ample dry powder to capitalize on emerging opportunities. Record year for Invesco’s Global ETFs and Index Platform Our ETFs and Index capabilities continued to thrive in 2024, punching above our weight with $71.3 billion of long-term net inflows. We continued our focus on innovation, global reach, and expanding our long-established active ETF offerings. Both strong organic growth and our differentiated products showcased the benefits of our scale and experience within this growing delivery vehicle. Expense discipline Our continued expense discipline, including achieving committed expense reductions, allowed us to deliver a 31% adjusted operating margin,1 and helped deliver operating leverage in 2024. Improved operating results and performance drivers In 2024, our continued strategic focus and disciplined financial management increased our adjusted operating income1 to $1.4 billion. We sustained organic growth in high-demand areas, achieving a 5% net long-term flow growth rate overall. The diversity of our assets and flows across geography, channel, and investment style provide a balance to market conditions and an ability to meet a range of client needs, which is an important part of our ongoing growth. Additionally, after commencing a more consistent share buyback program in the second half of the year, we increased the return of earnings to common shareholders through buybacks and dividends to 54% for the year. We also reduced our total debt to its lowest level in ten years. |
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iv Invesco Ltd.
| Our people are the driving force that helps our clients achieve their investment goals | Our successes in 2024 give us conviction in our focused strategic priorities, execution mindset, and our ability to continue to deliver enhanced and consistent operating performance and returns for our shareholders. Our people will take us forward Investment management is an industry built on talent, and I’m keenly aware it’s our people who drive our results. My travels in 2024 to spend time with colleagues and clients solidified my conviction in the strength of our platform. From Tokyo to Hyderabad, Hong Kong to Houston, I was impressed with the work being done to strengthen our ability to anticipate, understand, and meet evolving client needs. I believe we are well positioned for greater demand and improved profitability, which will be enhanced as market sentiment improves and client confidence strengthens. I want to thank my colleagues around the world for their focus and teamwork throughout the year. I’m proud of the people of Invesco, and I’m excited to build on the success of this past year to further execute our strategy and deliver value for our clients, shareholders and employees. Sincerely, Andrew Schlossberg President and CEO, Invesco |
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2025 Proxy Statement v
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.