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

0

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

As previously announced, Mr. Edward P. Lawrence retired from the
Board of Directors of Invesco Ltd. (the “Company”) as of May
11, 2017 due to reaching the Company’s mandatory retirement age
for directors.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual General Meeting of Shareholders (the “Annual
General Meeting”) of the Company was held on May 11, 2017.
Proxies for the Annual General Meeting were solicited 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 nine members of the 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) express, on an advisory (non-binding) basis, a
preference regarding the frequency of future advisory votes on
the compensation of our named executive officers, (4) approve
the amendment of the Company’s Second Amended and Restated
Bye-Laws (“Bye-Laws”) to implement proxy access and other
matters, and (5) appoint the independent registered public
accounting firm for the fiscal year ending December 31, 2017,
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 35,209,443. The table below sets
forth the voting results for each director.
Name of Nominee
Votes Cast “For”
Votes Cast “Against”
Abstentions
Sarah E. Beshar
315,121,600
8,013,312
229,020
Joseph R. Canion
316,200,761
6,929,917
233,254
Martin L. Flanagan
321,195,361
1,944,283
224,288
C. Robert Henrikson
309,235,426
13,893,906
234,600
Ben F. Johnson III
310,670,807
12,460,884
232,241
Denis Kessler
290,598,267
32,534,299
231,366
Sir Nigel Sheinwald
310,714,167
12,411,086
238,679
G. Richard Wagoner, Jr.
310,744,012
12,307,597
312,323
Phoebe A. Wood
310,880,702
12,261,139
222,091
2. Advisory vote on executive compensation. Our shareholders
approved, on an advisory, non-binding basis, the compensation of
our named executive officers by the affirmative vote of 79.94% of
the votes cast. The total number of broker non-votes was
35,209,443. The table below sets forth the voting results.
Votes Cast “For”
Votes Cast “Against”
Abstentions
258,211,440
64,781,074
371,418
3. Advisory vote on frequency of future advisory votes on
executive compensation. Our stockholders selected, on an
advisory, non-binding basis, their preference for the frequency
of future advisory votes to approve compensation of our named
executive officers as set forth in the table below. The total
number of broker non-votes was 35,209,443.
1 Year
2 Years
3 Years
Abstentions
289,325,127
366,108
33,192,601
480,096
After consideration of these voting results and other factors,
and consistent with the previous recommendation of the Board of
Directors, the Board of Directors approved an annual frequency
for future advisory votes to approve the compensation of its
named executive officers or “say-on-pay”. As a result, the
Company plans to conduct future say-on-pay votes on an annual
basis until the next required vote on the frequency of
say-on-pay votes or until the Board of Directors otherwise
determines that a different frequency for such votes is in the
best interests of the Company’s shareholders.
4. Approval to amend the Bye-Laws to implement proxy access and
other matters. The proposal was approved by shareholders by
78.32% of the issued and outstanding shares. The total number
of broker non-votes was 35,209,443. The table below sets forth
the voting results.
Votes Cast “For”
Votes Cast “Against”
Abstentions
318,622,824
942,248
3,798,860
5. Appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2017. The proposal was approved by the
stockholders by 96.98% of the votes cast, and the voting results
were as follows. There were no broker non-votes.
Votes Cast “For”
Votes Cast “Against”
Abstentions
347,749,954
10,262,103
561,318


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.

Invesco Ltd. (NYSE:IVZ) Recent Trading Information

Invesco Ltd. (NYSE:IVZ) closed its last trading session down -0.04 at 32.12 with 2,280,761 shares trading hands.