Item 2.02 Results of Operations and Financial Condition.
OnMay 5, 2021 ,Invesco Mortgage Capital Inc. (the "registrant") issued a press release announcing its financial results for the quarter endedMarch 31, 2021 (the "Release"). The Release is attached to this Report as Exhibit 99.1 and the information contained in the Release is incorporated into this Item 2.02 by this reference. The information contained in this Item 2.02 is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders ofInvesco Mortgage Capital Inc. (the "Company") was held onMay 4, 2021 . 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 theInvesco 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 endingDecember 31, 2021 , 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 62,393,835. The table below sets forth the voting results for each director. Name of Nominee Votes Cast "For" Votes Cast "Against" Abstentions John S. Day 78,145,607 2,341,063 797,342 Carolyn B. Handlon 78,886,980 1,643,596 753,436 Edward J. Hardin 78,819,969 1,658,965 805,078 James R. Lientz, Jr. 76,475,301 3,996,433 812,278 Dennis P. Lockhart 78,750,939 1,732,704 800,369 Gregory G. McGreevey 78,804,230 1,675,385 804,397 Beth A. Zayicek 78,625,480 1,878,623 779,909 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 95% of the votes cast. The total number of broker non-votes was 62,393,835. Votes Cast "For" Votes Cast "Against" Abstentions 75,990,386 4,006,358 1,287,268 3. Approval of the Amendment and Restatement of theInvesco Mortgage Capital Inc. 2009 Equity Incentive Plan. Our stockholders approved the Amended and Restated Plan by an affirmative vote of 95% of the votes cast. The total number of broker non-votes was 62,393,835. Votes Cast "For" Votes Cast "Against" Abstentions 76,565,467 3,640,228 1,078,317
-------------------------------------------------------------------------------- 4. Appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2021 . The proposal was approved by the stockholders by over 98% of the votes cast, and the voting results were as follows. There were no broker non-votes.
Votes Cast "For" Votes Cast "Against" Abstentions
140,388,606 2,267,883 1,021,358 Item 8.01 Other Events. OnMay 4, 2021 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 theSecurities and Exchange Commission onMarch 18, 2021 . 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 99.1 Press Release, datedMay 5, 2021 , issued by
Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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