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OFFON

INVESCO MORTGAGE CAPITAL INC.

(IVR)
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INVESCO MORTGAGE CAPITAL INC. : Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

05/05/2021 | 04:28pm EDT

Item 2.02 Results of Operations and Financial Condition.




On May 5, 2021, Invesco Mortgage Capital Inc. (the "registrant") issued a press
release announcing its financial results for the quarter ended March 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 of Invesco Mortgage Capital Inc. (the
"Company") was held on May 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 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, 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 the Invesco 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 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 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.



On May 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 the Securities and Exchange Commission on March 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, dated May 5, 2021, issued by 

Invesco Mortgage Capital

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





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