UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2022
Invesco Ltd.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-13908 | | 98-0557567 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
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| 1555 Peachtree Street, N.E., | Suite 1800, | Atlanta, | GA | | | | 30309 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
(404) 892-0896
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $.20 par value | IVZ | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual General Meeting of Invesco Ltd. (the "Company") was held on May 12, 2022. Proxies for the Annual General 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 of Directors’ solicitations. At this meeting, the shareholders were requested to: (1) elect eleven members of the Board of Directors, (2) approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as disclosed in the proxy statement, (3) approve the amendment and restatement of Company’s 2012 Employee Stock Purchase Plan (the “Plan”) to increase the number of shares available under the 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 shareholders with respect to each of the foregoing items:
1. Election of a Board of Directors. All the nominees for director were elected. With respect to each nominee, the total number of broker non-votes was 39,545,075. The table below sets forth the voting results for each director.
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| Name of Nominee | Votes Cast “For” | Votes Cast
“Against” | Abstentions |
| Sarah E. Beshar | 345,899,163 | 14,519,777 | 264,284 |
| Thomas M. Finke | 350,929,112 | 9,529,562 | 224,550 |
| Martin L. Flanagan | 355,881,948 | 4,468,246 | 333,030 |
| William F. Glavin, Jr. | 350,374,770 | 10,108,744 | 199,710 |
| C. Robert Henrikson | 336,712,478 | 23,742,058 | 228,688 |
| Denis Kessler | 348,051,392 | 12,364,376 | 267,456 |
| Sir Nigel Sheinwald | 350,748,902 | 9,606,609 | 327,713 |
| Paula C. Tolliver | 353,618,538 | 6,860,069 | 204,617 |
| G. Richard Wagoner, Jr. | 349,793,664 | 10,674,425 | 215,135 |
| Christopher C. Womack | 355,142,266 | 4,724,472 | 816,486 |
| Phoebe A. Wood | 344,298,891 | 16,186,390 | 197,943 |
2. Advisory vote on executive compensation. The Company's shareholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers. The total number of broker non-votes was 39,545,075. The table below sets forth the voting results.
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| Votes Cast “For” | Votes Cast “Against” | Abstentions |
341,549,806 18,465,895 667,523
3. Approval of the amendment and restatement of the Plan. The proposal was approved by the shareholders. The total number of broker non-votes was 39,545,075. The table below sets forth the voting results.
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| Votes Cast “For” | Votes Cast “Against” | Abstentions |
| 290,095,702 | 70,096,490 | 491,032 |
4. Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The proposal was approved by the shareholders, and the voting results were as follows. There were no broker non-votes.
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| Votes Cast “For” | Votes Cast “Against” | Abstentions |
397,146,464 2,568,341 513,494
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| Item 9.01 | Financial Statements and Exhibits. | |
| | (d) | Exhibits. | |
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| Exhibit No. | | Description | |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Invesco Ltd. |
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| By: | /s/ Robert H. Rigsby |
| Robert H. Rigsby |
| Head of Legal - Corporate and Alternatives and Assistant Secretary |
Date: May 16, 2022
