Invesco Ltd.
For the period ended May 21, 2026. Filed Apr 2, 2026.
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 21, 2026 · Filed Apr 2, 2026
IVZ$27.080.0%Stored close · as of Nov 6, 2026
Contents
Proxy Statement summary
| Proxy Statement Summary | Industry update and companyperformance Global capital markets overcame volatility driven by tariffs and geopolitical events early in the year, before ultimately delivering growth and increased market breadth in 2025. Invesco’s broad diversification across investment capabilities, distribution channels and geographies enabled the company to take advantage of growth opportunities, and our diversified product lineup drove broad-based net long-term inflows, differentiating Invesco from many industry peers. We remain focused on our capital priorities, which include investing in our key growth capabilities, maintaining balance sheet strength, and returning capital to shareholders. Our highest priority is to always engage with our clients to meet their most pressing needs in this dynamic economic and industry climate, and we believe that our diversified platform of investment capabilities is positioned to drive profitable growth and capture market share. |
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2026 Proxy Statement 1
| 2025 Financial performance 1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures. | 2025 Firm highlights1 | |
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| Business • 2025 marked a year of significant milestones for Invesco. We focused on our clients, transformed key aspects of our business, unlocked value across the organization, and accelerated strategic priorities to position the firm for continued profitable growth in the evolving global asset management market. • Organic growth was strong, with net long-term flows up 25% versus prior year. Net long-term flows were balanced across key distribution channels, with retail and institutional contributing $50.9 billion and $30.3 billion, respectively. • Growth was well diversified by geography, with the EMEA, Asia Pacific, and Americas regions delivering net long-term inflows of $35.7 billion, $34.9 billion, and $10.6 billion, respectively, for the year. • Modernization of the QQQ ETF – Our flagship QQQ fund converted to a modern ETF structure on December 20, 2025. Fund shareholders are now paying a lower fee, and we are earning revenue on more than $400 billion of AUM (as of 12/31/2025) thereby improving profitability for the firm. • Balance sheet recapitalization – We are delivering on our commitment to deleverage and maintain a strong balance sheet. We repurchased $1.5 billion of Invesco’s outstanding Series A Preferred Stock, and, in doing so, have increased our balance sheet flexibility, ultimately freeing up earnings available to common shareholders. We also repaid in full the $500.0 million 3-year Term Loan Agreement entered into in the second quarter of 2025 and amended and restated the $2.0 billion floating rate Revolving Credit Agreement, increasing borrowing capacity to $2.5 billion and extending the expiration date to May 16, 2030. • Private markets partnerships – We announced two strategic partnerships targeting both the U.S. wealth and defined contribution markets. In the second quarter we announced a partnership with Barings to launch two jointly managed credit strategies, with $650 million in capital committed by MassMutual. We brought our first co-managed product to the U.S. wealth management market in the fourth quarter. A second co-managed product is currently in development and expected to launch this year. In December, we also announced a strategic partnership with LGT Capital Partners, a leading private markets specialist to develop multi-alternative private market products initially targeting U.S. wealth and defined contribution channels. LGT Capital is also committing seed capital to support these new launches which will begin later this year. • Sharpening focus on our strengths – In the fourth quarter, we completed the sale of intelliflo to Carlyle as well as the sale of a majority interest in Invesco Asset Management (India) Private Limited to Induslnd International Holdings Limited, establishing a local joint venture in India. Our ongoing minority ownership structure in this joint venture will allow us to participate in the growth of the market and utilize the strength of our local partner, while refocusing our resources accordingly. | ||
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| Operating results • Invesco’s net long-term flows performance continued to outperform most asset manager peers in 2025. The firm delivered a long-term organic growth rate of 6%, representing $81.2 billion in net long-term inflows. Sustained organic growth in key capability areas such as ETFs and Index, China JV, and Fundamental Fixed Income enabled this result. We ended the year with almost $2.2 trillion in assets under management, driven by market gains augmented by net long-term inflows. • Net revenues1 of $4,658 million were 6% higher than 2024, driven by market performance and strong organic growth. This increase was tempered by the continuation of an industry-wide client-driven mix shift toward products that have lower net revenue yields. Our ability to capture flows in our passive capabilities as well as our geographic breadth mitigated the decrease in revenue. • These revenue dynamics and continued management focus on disciplined expense management drove a 14% increase in adjusted operating income,1 a 230 basis point increase in adjusted operating margin,1 and an 19% increase in adjusted diluted EPS,1 while we continue to invest in areas of future growth and foundational technology projects that will benefit future scaling. | |
| 1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures. |
2026 Proxy Statement 3
| FOR Recommendation of theBoard of Directors The Board of Directorsunanimously recommends a vote“FOR” the election to the Boardof each of the director nominees · Voting roadmap | ||||
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| PROPOSAL 1: | ||||
| Election of directors | ||||
| Director highlights | ||||
| 7 | YEARS | 65 | YEARS | 4 |
| Average director nominee tenure on the Board · Average director nominee age · Number of new independent directors in the last five years | ||||
| Directors’ qualifications, skills and experience | ||||
| 7 of 11 Public companyexecutive · 3 of 11 Accounting andfinancial reporting | ||||
| 9 of 11 Executive strategy and execution · 4 of 11 Technology | ||||
| 6 of 11 Industryexperience · 7 of 11 Marketing and client focus | ||||
| 10 of 11 Internationalexperience · 8 of 11 Regulatory - government and legal | ||||
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| PROPOSAL 2: | |||
| Advisory vote to approve the company’s executive compensation | |||
| Our compensation program uses a company scorecard to measure our financial performance and our organizational health FOR Recommendation of theBoard of Directors The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of our named executive officers | Invesco’s executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. Our compensation program uses a company scorecard to measure our financial performance and our organizational health. Our compensation committee assesses the company’s quantitative performance through the company scorecard and qualitative individual achievements to determine each executive’s incentive compensation. Pay for 2025 is aligned with performance. | ||
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| Andrew Schlossberg President and ChiefExecutive Officer | 2025 CEO Compensation Mr. Schlossberg is President and Chief Executive Officer. He develops, guides and oversees execution of Invesco’s long-term strategic priorities to deliver value for clients and shareholders over the long-term. Mr. Schlossberg’s total compensation is aligned with the company’s performance. The compensation committee decided that Mr. Schlossberg’s total incentive compensation (annual cash award + time- based equity + performance-based equity) should be $17.7 million, which is 129% of his 2025 incentive target, resulting in total compensation of $18.5 million. | ||
| Further information regarding executive compensation begins on page 42 of this Proxy Statement. | |||
2026 Proxy Statement 5
| FOR Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the appointment of PwC | PROPOSAL 3: Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026 The audit committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm for the year ending December 31, 2026 is in the best interest of the company and our shareholders. |
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| FOR Recommendation of the Board of Directors The Board of Directors unanimously recommends a vote “FOR” the appointment of the Bye-Laws | PROPOSAL 4: Amendment of company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause The company’s Fourth Amended and Restated Bye-Laws provide that a director may be removed only for cause. The Board has unanimously adopted and recommends that shareholders approve an amendment that would permit removal of directors with or without cause |
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2026 Proxy Statement 7
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.