Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Invesco Mortgage Capital Inc. (the "Company") was held on May 3, 2022. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Board's solicitations. At this meeting, the stockholders were requested to: (1) elect a Board of Directors, (2) approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in the proxy statement, (3) approve the amendment and restatement of the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan (the "Amended and Restated Plan"), and (4) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2022, all of which were described in the proxy statement. The following actions were taken by the Company's stockholders with respect to each of the foregoing items:

1. Election of a Board of Directors. All the nominees for director were elected or re-elected with at least 95% of the votes cast. With respect to each nominee, the total number of broker non-votes was 68,661,198. The table below sets forth the voting results for each director.



                       Votes Cast    Votes Cast
  Name of Nominee         "For"      "Against"    Abstentions
John S. Day            145,168,310   5,987,239      976,258
Carolyn B. Handlon     145,359,484   5,829,047      943,276
Edward J. Hardin       145,834,494   5,298,072      999,241
James R. Lientz, Jr.   145,336,365   5,775,988     1,019,454
Don H. Liu             146,952,880   4,166,325     1,012,602
Dennis P. Lockhart     145,589,886   5,521,599     1,020,322
Gregory G. McGreevey   144,908,896   6,168,554     1,054,357
Beth A. Zayicek        144,831,618   6,253,530     1,046,659

2. 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 68,661,198.

Votes Cast "For" Votes Cast "Against" Abstentions


  141,841,624           8,788,137          1,502,046

--------------------------------------------------------------------------------

3. Approval of the Amendment and Restatement of the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan. Our stockholders approved the Amended and Restated Plan by an affirmative vote of 94% of the votes cast. The total number of broker non-votes was 68,661,198.

Votes Cast "For" Votes Cast "Against" Abstentions


  142,397,799           8,490,257          1,243,751

4. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposal was approved by the stockholders by over 99% of the votes cast, and the voting results were as follows. There were no broker non-votes.

Votes Cast "For" Votes Cast "Against" Abstentions


  213,626,073           5,483,096          1,683,836

Item 8.01 Other Events.

On May 3, 2022 the stockholders of the Company approved the Amended and Restated Plan as described above. A description of the material terms of the Amended and Restated Plan is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2022. The description of the Amended and Restated Plan is summary in nature and is qualified in its entirety by reference to the Amended and Restated Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit
  No.       Description

10.1          Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan as Amended
            and Restated

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses