---
schema_version: "secwatch.filing_event.v1"
accession: "0001437071-23-000017"
form_type: "8-K"
ticker: "IVR"
cik: "0001437071"
company_name: "Invesco Mortgage Capital Inc."
filed_at: "2023-05-09T23:59:59+00:00"
generated_at: "2026-06-15T08:45:55.908496+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Invesco Mortgage Capital annual meeting results: all directors re-elected, say-on-pay passed

## Summary
- All 7 director nominees re-elected with at least 95% of votes cast; broker non-votes of 8,865,458.
- Advisory vote on executive compensation approved with 94% of votes cast.
- Stockholders selected 1-year frequency for future say-on-pay votes; company will hold annual votes.
- PricewaterhouseCoopers LLP reappointed as auditor for FY2023 with 97% of votes cast.

## SEC filing metadata
- accession: 0001437071-23-000017
- form_type: 8-K
- ticker: IVR
- cik: 0001437071
- company_name: Invesco Mortgage Capital Inc.
- filed_at: 2023-05-09T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1437071/000143707123000017/0001437071-23-000017-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1437071/000143707123000017/ivr-20230508.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437071-23-000017
- JSON: https://secwatch.observer/filing/0001437071-23-000017.json
- Plain text: https://secwatch.observer/filing/0001437071-23-000017.txt

## Key facts
- Shareholder Votes
  Invesco Mortgage Capital Inc. shareholders approved Election of Directors at the 2023-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-08
  source text: Election of a Board of Directors. All the nominees for director were re-elected with at least 95% of the votes cast. With respect to each nominee, the total number of broker non-votes was 8,865,458.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437071/000143707123000017/0001437071-23-000017-index.htm
- Shareholder Votes
  Invesco Mortgage Capital Inc. shareholders approved Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-08
  source text: Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposal was approved by the stockholders by 97% of the votes cast, and the voting results were as follows. There were no broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437071/000143707123000017/0001437071-23-000017-index.htm
- Shareholder Votes
  Invesco Mortgage Capital Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-08 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-08
  source text: Advisory vote on executive compensation. Our stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers by the affirmative vote of 94% of the votes cast. The total number of broker non-votes was 8,865,458.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437071/000143707123000017/0001437071-23-000017-index.htm
- Shareholder Votes
  Invesco Mortgage Capital Inc. shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-08 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-08
  source text: Advisory vote on frequency of future advisory votes on executive compensation. Our stockholders selected, on an advisory, non-binding basis, their preference for the frequency of future advisory votes to approve compensation of our named executive officers as set forth in the table below. The total number of broker non-votes was 8,865,458.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1437071/000143707123000017/0001437071-23-000017-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.