Invesco Ltd. (NYSE:IVZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Invesco Ltd. (NYSE:IVZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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Departure of directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

(b)On November 20, 2018, Invesco Ltd. (the "Company") announced that Philip A. Taylor, Senior Managing Director and Head of the Americas, intends to depart the Company at the end of 2019 to transition to board service for other companies, venture capital endeavors and philanthropic activities. Mr. Taylor will assume the role of Vice Chair effective March 1, 2019 until his planned departure and will work with his successor, Andrew R. Schlossberg, to ensure a smooth leadership transition. Mr. Schlossberg currently serves as Senior Managing Director and Head of EMEA and will become Senior Managing Director and Head of the Americas effective March 1, 2019.

(c)Further, Mr. Doug Sharp, age 43, will become Senior Managing Director and Head of EMEA reporting directly to the Chief Executive Officer effective March 1, 2019. Mr. Sharp has led our EMEA Retail (Cross Border Retail and UK Retail) business since March 2015, and oversees our exchange traded fund business in the region. He joined Invesco in 2008, and has held a series of progressively more senior roles with a diverse set of responsibilities touching many aspects of the Company's global business. Mr. Sharp served as Head of Cross Border Retail from August 2012-March 2015; as Head of Strategy and Business Planning from January 2010-August 2012; and as Chief Administrative Officer for our global Institutional business from January 2008-January 2010.

The Company also announced that Mr. Mark Giuliano, age 57, will assume the role of Chief Administrative Officer reporting directly to the Chief Executive Officer effective November 20, 2018 and will continue to have responsibility for the Company's Technology, Investment Services, Global Security, North American Transfer Agency and Invesco Trust Company. He joined Invesco in February 2016 after 28 years with the Federal Bureau of Investigation (FBI). While at the FBI, Mr. Giuliano served in a number of leadership roles, including Special Agent in charge of the Atlanta division and executive assistant director of the National Security Branch, before retiring as the Deputy Director and Chief Operating Officer. Colin D. Meadows will continue in his role as Senior Managing Director and Head of Private Markets and Global Institutional.

As of the time of the filing of this report, the Company has not entered into any material plan, contract or arrangement to which either Mr. Sharp or Mr. Giuliano is a party or in which either officer participates, or any material amendment, in connection with the appointments described above. In the event of such a material plan, contract or arrangement, or material amendment, the registrant will file an amendment to this report within four business days thereof.

There is no arrangement or understanding between either Mr. Sharp or Mr. Giuliano and any other persons to which such officer was selected for his respective position. There are no family relationships between either Mr. Sharp or Mr. Giuliano and any of the Company's directors, executive officers or other key personnel reportable under Item 401(d) of Regulation S-K. There are no related party transactions between the Company and either Mr. Sharp or Mr. Giuliano reportable under Item 404(a) of Regulation S-K.

(e)In connection with Mr. Taylor's planned departure, he and the Company have entered into a letter agreement (the "Agreement"), which provides for certain payments as outlined below:

● Termination payments equal to (i) two years of salary and cash bonuses in the amount of $5,463,983 before taxes; (ii) a cash payment of $1,058,428 equal to the amount of annual stock deferred awards andlong-term restricted stock awards that would vest during a two-year term; and (iii) two years of group retirement savings plan benefits in the amount of $20,576; and

● Acceleration of vesting of all unvested annual stock deferral awards and long-term equity awards.

The Agreement also contains typical confidentiality and non-solicitation provisions and a release of the Company from liability.


About Invesco Ltd. (NYSE:IVZ)

Invesco Ltd. (Invesco) is an independent global investment management company. The Company provides a range of investment capabilities and outcomes, which are delivered through a diverse set of investment vehicles, to help clients achieve their investment objectives. It operates in the investment management segment. The Company has a presence in the retail and institutional markets within the investment management industry in North America, the United Kingdom, Europe, the Middle East and Asia-Pacific, serving clients in approximately 100 countries. Its Invesco Jemstep solution provides wealth management home offices and their advisors with a suite of technology solutions that are customizable and are integrated into existing systems. Approximately 47.8% of its assets under management (AUM) are invested in equity securities and over 52.2% are invested in fixed income and other investments.

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