INVESCO MORTGAGE CAPITAL INC.
10-Ks and 10-Qs
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UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant þ
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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o Preliminary
proxy statement
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o Confidential,
For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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þ Definitive
Proxy Statement
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o Definitive
Additional Materials
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o Soliciting
Material Pursuant to § 240.14a-12
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Invesco
Mortgage Capital Inc.
(Name of
Registrant as Specified in Its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment
of Filing Fee (Check the appropriate box):
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þ
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No
fee required.
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o
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Fee
computed below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11. (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
____________________________________________________
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(2)
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Form,
Schedule or Registration Statement No.:
____________________________________________________
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(3)
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Filing
Party:
____________________________________________________
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(4)
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Date
Filed:
____________________________________________________
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INVESCO
MORTGAGE CAPITAL INC.
Two
Peachtree Pointe
1555
Peachtree Street N.E.
Atlanta,
Georgia 30309
March 30,
2010
Dear
Fellow Stockholder,
You are
cordially invited to attend the 2010 Annual Meeting of Stockholders of Invesco
Mortgage Capital Inc., which will be held on Monday, May 10, 2010 at 3:00 p.m.,
Eastern Time, in the Appalachians Room, 18th
Floor, at our headquarters, located at Two Peachtree Pointe, 1555 Peachtree
Street N.E., Atlanta, Georgia 30309. Details of the business to be presented at
the meeting can be found in the accompanying Notice of Annual Meeting and Proxy
Statement.
We are
pleased to furnish proxy materials to our stockholders over the Internet for
this, our first Annual Meeting. We believe that this e-proxy process will
expedite stockholders’ receipt of proxy materials, lower costs and reduce the
environmental impact of our Annual Meeting. On March 30, 2010, we mailed to our
stockholders a Notice of Internet Availability of Proxy Materials (“Notice”).
The Notice contained instructions on how to access our 2010 Proxy Statement,
Annual Report on Form 10-K and other soliciting materials and how to vote.
The Notice also contains instructions on how you can request a paper copy of the
Proxy Statement and Annual Report if you so desire.
We hope
you are planning to attend the meeting. Your vote is important and we
encourage you to vote promptly.
Whether or not you are able to attend the meeting in person, please follow the instructions
contained in the Notice on how to vote via the Internet or via the toll-free
telephone number, or request a paper proxy card to complete, sign and return by mail so
that your shares may be voted.
On behalf
of the Board of Directors, I extend our appreciation for your continued
support.
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Yours
sincerely,
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Neil
Williams
Chairman
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NOTICE
OF 2010 ANNUAL MEETING OF STOCKHOLDERS
To
Be Held May 10, 2010
NOTICE IS
HEREBY GIVEN that the 2010 Annual Meeting of Stockholders of Invesco Mortgage
Capital Inc. will be held on Monday, May 10, 2010, at 3:00 p.m., Eastern Time,
in the Appalachians Room, 18th
Floor, at our headquarters, located at Two Peachtree Pointe, 1555 Peachtree
Street N.E., Atlanta, Georgia 30309, for the following purposes:
1. To
elect five (5) directors to the Board of Directors to hold office until the
annual meeting of stockholders in 2011;
2. To
appoint Grant Thornton LLP as the company’s independent registered public
accounting firm for the fiscal year ending December 31,
2010; and
3. To
consider and act upon such other business as may properly come before the
meeting or any adjournment thereof.
Only
holders of record of our common stock on March 18, 2010 are entitled to notice
of and to attend and vote at the Annual Meeting and any adjournment or
postponement thereof. Whether
or not you are able to attend in person, please vote via the Internet or the toll-free
telephone number, or request a paper proxy card to complete, sign and return by mail so
that your shares may be voted. Stockholders of record who attend the
meeting may vote their common stock in person, even though they have sent in
proxies.
By Order
of the Board of Directors,
Robert H.
Rigsby, Secretary
March 30,
2010
i
ADMISSION
TO THE 2010 ANNUAL MEETING
An
admission ticket (or other proof of share ownership) and some form of
government-issued photo identification (such as a valid driver’s license or
passport) will be required for admission to the Annual Meeting. Only stockholders who own common stock as of the close of
business on March 18, 2010 and invited guests will be entitled to attend the meeting. An
admission ticket will serve as verification of your ownership.
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•
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If
your shares are registered in your name and you received or accessed your
proxy materials electronically over the Internet, click the appropriate
box on the electronic proxy card or follow the telephone instructions when
prompted and an admission ticket will be held for you at the check-in area
at the Annual Meeting.
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•
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If
your shares are held in a bank or brokerage account, contact your bank or
broker to obtain a written legal proxy in order to vote your shares at the
meeting. If you do not obtain a legal proxy from your bank or broker, you
will not be entitled to vote your shares, but you can still attend the
Annual Meeting if you bring a recent bank or brokerage statement showing
that you owned common stock on March 18,
2010.
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No
cameras, recording devices or large packages will be permitted in the meeting
room.
TABLE
OF CONTENTS
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QUESTIONS
AND ANSWERS
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1 |
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PROPOSAL NO. 1 —
ELECTION OF DIRECTORS
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5 |
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INFORMATION
ABOUT DIRECTOR NOMINEES
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6 |
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INFORMATION
ABOUT THE EXECUTIVE OFFICERS OF THE COMPANY
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7 |
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CORPORATE GOVERNANCE
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8 |
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INFORMATION
ABOUT THE BOARD AND ITS COMMITTEES
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9 |
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BOARD
MEETINGS AND ANNUAL MEETING OF STOCKHOLDERS
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9 |
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COMMITTEE
MEMBERSHIP AND MEETINGS
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10 |
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THE
AUDIT COMMITTEE
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10 |
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THE
COMPENSATION COMMITTEE
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11 |
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THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
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11 |
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DIRECTOR COMPENSATION
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13 |
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SECURITY
OWNERSHIP OF PRINCIPAL SHAREHOLDERS
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14 |
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SECURITY
OWNERSHIP OF MANAGEMENT
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15 |
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EXECUTIVE COMPENSATION
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15 |
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COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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15 |
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REPORT
OF THE AUDIT COMMITTEE
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16 |
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FEES
PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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17 |
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PRE-APPROVAL
PROCESS AND POLICY
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18 |
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
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18 |
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RELATED
PERSON TRANSACTION POLICY
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19 |
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SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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PROPOSAL NO. 2 —APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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ADDITIONAL INFORMATION
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21 |
PROXY
STATEMENT
This
Proxy Statement is furnished in connection with the solicitation of proxies by
the Board of Directors of Invesco Mortgage Capital Inc. (“Board” or “Board of
Directors”) for the Annual Meeting to be held on Monday, May 10, 2010, at 3:00
p.m. Eastern Time. In this Proxy Statement, except where the context
suggests otherwise, the terms “company,” “we,” “us,” and “our” refer to Invesco
Mortgage Capital Inc., together with its consolidated subsidiaries, including
IAS Operating Partnership LP, which we refer to as “our operating partnership;”
“our Manager” refers to Invesco Advisers, Inc. (formerly Invesco Institutional
(N.A.) Inc.), our external manager; “Invesco” refers to Invesco Ltd., together
with its consolidated subsidiaries (other than us), the indirect parent company
of our Manager.
Questions
and Answers About Voting Your Common Shares
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Why
did I receive this Proxy
Statement?
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You
have received these proxy materials because the company’s Board of
Directors is soliciting your proxy to vote your shares at the Annual
Meeting on May 10, 2010. This proxy statement includes information that is
designed to assist you in voting your shares and information that we are
required to provide to you under the rules of the Securities and Exchange
Commission (“SEC”).
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Why
did I not receive my
proxy
materials in the mail?
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As
permitted by rules of the SEC, we are making this Proxy Statement and our
Annual Report on Form 10-K for the fiscal year ended December 31,
2009 (“Annual Report”) available to our stockholders electronically via
the Internet. We believe that this “e-proxy” process will expedite
stockholders’ receipt of proxy materials and lower the costs and reduce
the environmental impact of our Annual Meeting.
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On
March 30, 2010, we mailed to stockholders of record as of the close of
business on March 18, 2010 a Notice of Internet Availability of Proxy
Materials (“Notice”) containing instructions on how to access this Proxy
Statement, our Annual Report and other soliciting materials online. If you
received a Notice by mail, you will not receive a printed copy of the
proxy materials in the mail. Instead, the Notice instructs you on how to
access and review all of the important information contained in the Proxy
Statement and Annual Report. The Notice also instructs you on how you may
submit your proxy. If you received a Notice by mail and would like to
receive a printed copy of our proxy materials, you should follow the
instructions included in the Notice for requesting such
materials.
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We
have requested banks, brokerage firms and other nominees who hold company
common stock on behalf of the owners of the common stock (such owners are
often referred to as “beneficial stockholders” or “street name holders”)
as of the close of business on March 18, 2010 to forward the Notice to
those beneficial stockholders. We have agreed to pay the reasonable
expenses of the banks, brokerage firms and other nominees for forwarding
these materials.
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Who is
entitled to vote?
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Each
holder of record of company common stock on March 18, 2010, the record
date for the Annual Meeting, is entitled to attend and vote at the Annual
Meeting.
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How many
votes do I have?
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Every
holder of a common share on the record date will be entitled to one vote
per share for each Director to be elected at the Annual Meeting and to one
vote per share on each other matter presented at the Annual Meeting. On
March 18, 2010, the record date for the Annual Meeting, there were
16,938,046 shares of common stock outstanding and entitled to vote at the
Annual Meeting.
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What
proposals are being
presented
at the Annual Meeting?
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The
company intends to present proposals numbered one and two for stockholder
consideration and voting at the Annual Meeting. These proposals are
for:
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1. Election
of five (5) members of the Board of Directors; and
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2. Appointment
of Grant Thornton LLP as the company’s independent registered public
accounting firm.
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1
| Other than the matters set forth in this Proxy Statement and matters incident to the conduct of the Annual Meeting, the company does not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on such matter in their discretion. | |
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How
do I attend the Annual
General
Meeting?
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All
stockholders are invited to attend the Annual Meeting. An admission ticket
(or other proof of share ownership) and some form of government-issued
photo identification (such as a valid driver’s license or passport) will
be required for admission to the Annual Meeting. Only stockholders who own
company common stock as of the close of business on March 18, 2010 and
invited guests will be entitled to attend the meeting. An admission ticket
will serve as verification of your ownership. Registration will begin at
12:00 p.m. Eastern Time and the Annual Meeting will begin at
3:00 p.m. Eastern Time.
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•
If your company shares are registered in your name and you received or
accessed your proxy materials electronically over the Internet, click the
appropriate box on the electronic proxy card or follow the telephone
instructions when prompted and an admission ticket will be held for you at
the check-in area at the Annual Meeting.
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If you received your proxy materials by mail and voted by completing your
proxy card and checked the box indicating that you plan to attend the
meeting, an admission ticket will be held for you at the check-in area at
the Annual Meeting.
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•
If your company shares are held in a bank or brokerage account, contact
your bank or broker to obtain a written legal proxy in order to vote your
shares at the meeting. If you do not obtain a legal proxy from your bank
or broker, you will not be entitled to vote your shares, but you can still
attend the Annual Meeting if you bring a recent bank or brokerage
statement showing that you owned our common stock on March 18, 2010. You
should report to the check-in area for admission to the Annual
Meeting.
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What is a
proxy?
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A
“proxy” allows someone else (the “proxy holder”) to vote your shares on
your behalf. The Board of Directors is asking you to allow any of the
following persons to vote your shares at the Annual Meeting: Neil
Williams, Chairman of the Board of Directors; Richard J. King, President
and Chief Executive Officer; John M. Anzalone, Chief Investment Officer,
Donald R. Ramon, Chief Financial Officer and Robert H. Rigsby, Vice
President and Secretary.
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How do I
vote?
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You
may vote your shares in person at the Annual Meeting or by proxy. There
are three ways to vote by proxy:
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Via the Internet:
You can submit a proxy via the Internet until
11:59 p.m. Eastern Time on May 9, 2010, by accessing the
web site at http://www.proxyvoting.com/ivr
and following the instructions you will find on the Web site.
Internet proxy submission is available 24 hours a day. You will be
given the opportunity to confirm that your instructions have been properly
recorded.
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By Telephone: You
can submit a proxy by telephone until 11:59 p.m. Eastern Time on
May 9, 2010, by calling toll-free 1-866-540-5760 (from the U.S. and
Canada) and following the instructions.
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By Mail: If you
have received your proxy materials by mail, you can vote by marking,
dating and signing your proxy card and returning it by mail in the
enclosed postage-paid envelope. If you hold your common stock in an
account with a bank or broker (i.e. in “street name”), you can vote by
following the instructions on the voting instruction card provided to you
by your bank or broker.
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2
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Even if you plan to be present
at the Annual Meeting, we encourage you to vote your common stock
by proxy using one
of the methods described above. Stockholders of record who attend the
meeting may vote their common stock in person, even though they have sent
in proxies.
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May I
change or revoke my vote?
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Yes.
You may change your vote in one of several ways at any time before it is
exercised:
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• Grant a subsequent proxy
through the Internet or telephone;
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• Submit another
proxy card (or voting instruction card) with a date later than your
previously delivered proxy card (or voting instruction
card);
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• Notify our
Secretary in writing before the Annual Meeting that you are revoking your
proxy or, if you hold your shares in “street name,” follow the
instructions on the voting instruction card; or
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• If you are a holder
of record, or a beneficial owner with a proxy from the holder of record,
vote in person at the Annual Meeting.
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What
does it mean if I
receive
more than one Notice
of
Internet Availability of
Proxy
Materials?
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It
means you own company common stock in more than one account, such as
individually and also jointly with your spouse. Please vote all of your common
stock. Beneficial stockholders sharing an address who are receiving
multiple copies of the Notice or the proxy materials may contact their
broker, bank or other nominee to request that only a single copy of such
document(s) be mailed to all stockholders at the shared address in the
future. In addition, if you are the beneficial owner, but not the record
holder, your broker, bank or other nominee may deliver only one copy of
the Notice or the proxy materials to multiple stockholders who share an
address unless that broker, bank or other nominee has received contrary
instructions from one or more of the stockholders. We will deliver
promptly, upon request, a separate copy of the Notice or other proxy
materials to a stockholder at a shared address to which a single copy of
such document(s) was delivered. Stockholders who wish to receive a
separate written copy of such documents, now or in the future, should
submit their request to our Secretary at: company.secretary@invesco
mortgagecapital.com or by writing Invesco Mortgage Capital Inc.,
Attn: Office of the Secretary, 1555 Peachtree Street N.E., Atlanta,
Georgia 30309.
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What is a
quorum?
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A
quorum is necessary to hold a valid meeting. The presence, in person or by
proxy, of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting on any matter shall constitute a
quorum for the conduct of business.
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What
vote is required in
order
to approve each
proposal?
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For
each proposal, the affirmative vote of the holders of common stock having
a majority of the votes cast on such proposal at the Annual Meeting is
required. Votes “cast” include only votes cast with respect to shares
present in person or represented by proxy and excludes abstentions and
broker non-votes.
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Please note that the rules that
guide how brokers vote your shares have recently changed. Under revised
New York Stock Exchange (“NYSE”) rules, your broker may not vote your
shares on the election of directors in the absence of your specific
instructions as to how to vote. If your shares are held by a broker
on your behalf (that is, in “street name”), and you do not instruct the
broker as to how to vote these shares on one or more of the director
election proposals, the broker may NOT exercise discretion to vote for or
against the proposals. This would be a “broker non-vote” and these shares
would not be counted as having been voted on the applicable director
election proposal. We
therefore strongly encourage you to instruct your broker on how you wish
to vote your shares.
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Pursuant
to Maryland law (i) shares of common stock which are represented by
“broker non-votes” (i.e., common stock held by brokers which are
represented at the Annual Meeting but with respect to which the broker is
not empowered to vote on a particular proposal) and (ii) shares which
abstain from voting on any matter, are not included in the determination
of the common stock voting on such matter, but are counted for quorum
purposes.
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3
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How
will voting on any other
business be
conducted?
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Other
than the matters set forth in this Proxy Statement and matters incident to
the conduct of the Annual Meeting, we do not know of any business or
proposals to be considered at the Annual Meeting. If any other business is
proposed and properly presented at the Annual Meeting, the proxies
received from our stockholders give the proxy holders the authority to
vote on the matter in their discretion.
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Who will
count the votes?
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A
representative of our transfer agent will act as the inspector of election
and will tabulate the votes. The voting results will be published in a
Form 8-K that we will file with the SEC within four (4) business days of
the Annual Meeting.
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4
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
GENERAL
Our Board
of Directors currently has five directors, each of whom is serving a one-year
term of office that continues until the Annual Meeting in 2010, or until such
director’s successor has been duly elected and qualified, or such director is
removed from office or such director’s office is otherwise earlier
vacated.
The Board
has nominated G. Mark Armour, James S. Balloun, John S. Day, Karen Dunn
Kelley and Neil Williams for election as directors of the company for a term
ending at the 2011 annual meeting. All of such nominees are current directors of
the company. Each nominee has indicated to the company that he or she would
serve if elected.
Under our
Bylaws, at any general meeting held for the purpose of electing directors at
which a quorum is present, each director nominee receiving a majority of the
votes cast with respect to such nominee at the meeting will be elected as a
director. If a nominee for director who is an incumbent director is not elected
and no successor has been elected at the meeting, the director is required under
our Bylaws to submit his or her resignation as a director. Our Nominating and
Corporate Governance Committee would then make a recommendation to the full
Board on whether to accept or reject the resignation. If the resignation is not
accepted by the Board, the director will continue to serve until the next annual
meeting and until his or her successor is duly elected, or his or her earlier
resignation or removal. If the director’s resignation is accepted by the Board,
then the Board, in its sole discretion, may fill the vacancy or decrease the
size of the Board. However, if the number of nominees exceeds the number of
positions available for the election of directors, the directors so elected
shall be those nominees who have received the greatest number of votes and at
least a majority of the votes cast in person or by proxy.
For a
director to be considered independent, the Board must affirmatively determine
that the director does not have any material relationship with the company
either directly or as a partner, stockholder or officer of an organization that
has a relationship with the company. Such determinations are made and disclosed
pursuant to applicable NYSE or other rules. A material relationship can include,
but is not limited to, commercial, industrial, banking, consulting, legal,
accounting, charitable and family relationships. In accordance with the rules of
the NYSE, the Board has affirmatively determined that it is currently composed
of a majority of independent directors, and that the following directors are
independent and do not have a material relationship with the company: James S.
Balloun, John S. Day and Neil Williams.
RECOMMENDATION
OF THE BOARD
THE BOARD RECOMMENDS A VOTE
“FOR” THE ELECTION TO THE BOARD OF EACH
OF THE DIRECTOR
NOMINEES. The voting requirements for this proposal are described above
and in the “Questions and Answers About Voting Your Shares”
section.
5
INFORMATION
ABOUT DIRECTOR NOMINEES
Listed
below are the names, ages as of March 30, 2010, and principal occupations for
the past five years of the director nominees.
G. Mark Armour (56)
Director
Mark
Armour has served as a director since June 5, 2008. Mr. Armour is the
Co-President, Co-Chief Executive Officer and a Director of our Manager.
Mr. Armour is also the Senior Managing Director and Head of Invesco’s
Worldwide Institutional business, positions he has held since January 2007.
Mr. Armour was previously the Head of Sales & Client Service for
the Worldwide Institutional business. He was Chief Executive Officer of Invesco
Australia from September 2002 until July 2006. Prior to joining Invesco,
Mr. Armour held significant leadership roles in the funds management
business, both in Australia and Hong Kong. He previously served as Chief
Investment Officer for ANZ Investments and spent almost 20 years with the
National Mutual/AXA Australia Group, where he was Chief Executive, and Funds
Management from 1998 to 2000. Mr. Armour graduated with honors with a
Bachelor of Economics from La Trobe University in Melbourne,
Australia.
James S. Balloun (71) Non-Executive
Director
James S.
Balloun has served as a director since July 1, 2009. Mr. Balloun
serves as a non-executive director of our Company and as Chairman of the
Compensation Committee. Mr. Balloun was previously the Chairman and Chief
Executive Officer of Acuity Brands, Inc. from November 2001 until his retirement
in September 2004 and was the Chairman, President and Chief Executive Officer of
National Services Industries, Inc. prior to National Services Industries, Inc.’s
spin-off of Acuity Brands in November 2001. Prior to joining National Services
Industries, Inc., Mr. Balloun was with McKinsey & Company, Inc.
from 1965 to 1996. Mr. Balloun is on the board of directors of Radiant
Systems, Inc. where he is the Chairman of the Nominating and Corporate
Governance Committee, Enzymatic Deinking Technologies, LLC, Unisen/StarTrac and
the Georgia Port Authority. Mr. Balloun received a Bachelor of Science from
Iowa State University and a Master of Business Administration from Harvard
Business School.
John S. Day (61) Non-Executive
Director
John S.
Day has served as a director since July 1, 2009. Mr. Day serves as a
non-executive director of our Company and as Chairman of the Audit Committee.
Mr. Day was previously with Deloitte & Touche LLP from 2002 until
his retirement in December 2005. Prior to joining Deloitte & Touche
LLP, Mr. Day was with Arthur Andersen LLP from 1976 to 2002. Mr. Day
serves on the board of directors of Force Protection, Inc., where he is the
Chairman of the Audit Committee, and Lenbrook Square Foundation, Inc.
Mr. Day received a Bachelor of Arts from the University of North Carolina
and a Master of Business Administration from Harvard Business
School.
Karen Dunn Kelley (49) Director
Karen
Dunn Kelley has served as a director since June 5, 2008. Ms. Dunn
Kelley is the Chief Executive Officer of Invesco Fixed Income, with
responsibility for its fixed income and cash management business and is also a
member of Invesco’s Executive Management and Worldwide Institutional Strategy
Committees. She is President and Principal Executive Officer of Short-Term
Investments Trust and Aim Treasurer’s Series Trust and serves on the board
of directors for the Short-Term Investments Company (Global Services) plc and
Aim Global Management Company, Ltd. Ms. Dunn Kelley joined Invesco Aim
Management Group, Inc. in 1989 as a money market Portfolio Manager.
Ms. Dunn Kelley has been in the investment business since 1982.
Ms. Dunn Kelley graduated magna cum laude with a Bachelor of Science from
Villanova University, College of Commerce and Finance.
Neil Williams (73)
Non-Executive Director
Neil
Williams has served as a director since July 1, 2009. Mr. Williams
serves as the Non-Executive Chairman of the Board of Directors of our Company
and as Chairman of the Nominating and Governance Committee. Mr. Williams
was previously the general counsel of Invesco from 1999 to 2002.
Mr. Williams was a partner of Alston & Bird LLP from 1965 to 1999
where he was managing partner from 1984 through 1996. Mr. Williams serves
on the board of directors of Acuity Brands, Inc. where he is the Lead Director
and Chairman of the Governance Committee and on the board of directors of
Printpack, Inc. Mr. Williams received a Bachelor of Arts in 1958 and a J.D.
in 1961 from Duke University.
6
Director and Nominee Qualifications
to Serve on our Board
As
described in greater detail below, the Board believes that there are certain
minimum qualifications that each director nominee must satisfy in order to be
suitable for a position as a director. (See below under the caption “THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE.”) The Board believes
that, consistent with these requirements, each member of our Board displays a
high degree of personal and professional integrity, an ability to exercise sound
business judgment on a broad range of issues, sufficient experience and
background to have an appreciation of the issues facing our company, a
willingness to devote the necessary time to Board duties, a commitment to
representing the best interests of the company and its stockholders and a
dedication to enhancing stockholder value. The Board does not consider
individual directors to be responsible for particular areas of the Board’s focus
or specific categories of issues that may come before it. Rather, the Board
seeks to assemble a group of directors that, as a whole, represents a mix of
experiences and skills that allows appropriate deliberation on all issues that
the Board might be likely to consider. Set forth below is a brief
description of the particular experience or skills of each director that led the
Board to conclude that such person should serve as a director in light of our
business and structure.
G. Mark Armour – Mr.
Armour has spent over 25 years in the investment management industry, including
as an investment professional, and in a series of executive management
positions, such as managing investment professionals, risk committee oversight
and as a former director of publicly listed companies. Through his decades of
involvement in all aspects of investment management, he has gained an extensive
understanding of many different facets of our organization, which give his
participation in our Board’s deliberations significant weight.
James S. Balloun - Mr. Balloun has extensive
experience as both a chairman and chief executive officer of public companies in
a variety of industries. Prior to fulfilling these senior leadership
roles, Mr. Balloun had counseled management at some of the world’s largest
companies during his over thirty-year career at one of the world’s most
respected business consulting firms. Mr. Balloun’s broad appreciation for
international business issues garnered over this extraordinary career has made
him a particularly valuable addition to our directors’ mix of
skills.
John S. Day - Mr. Day has
amassed extensive experience in finance and accounting, having served for nearly
three decades at two of the world’s largest accounting firms. In keeping with
his experience, Mr. Day chairs our Audit Committee, where he is additionally
recognized by the Board as our audit committee financial expert under SEC
rules.
Karen Dunn Kelley - Ms. Kelley
has in-depth experience of the investment aspects of the company’s operations,
having served since 1982 in capacities of increasing responsibility within our
Manager’s fixed income and cash management business. Due to her varied roles
within Invesco over the past 21 years, Ms. Kelley has gained a broad
understanding of the types of business and investment issues that are faced by
companies similar to ours, and this experience has enabled her to provide
effective counsel to our Board on many issues of concern to our
management.
Neil Williams - Mr. Williams
brings to the Board more than twelve years of experience leading one of the
largest law firms in Atlanta, Georgia, where Invesco was founded and grew to
prominence. He also has extensive knowledge of our Manager and its business,
having served as Invesco’s first general counsel from 1999 to
2002. His prior career as one of the region’s premier corporate and
business lawyers has given Mr. Williams broad experience of the types of issues
that are regularly faced by financial service providers such as the
company.
INFORMATION
ABOUT THE EXECUTIVE OFFICERS OF THE COMPANY
In
addition to Mr. Armour and Ms. Kelley, whose information is set forth above, the
following is a list of individuals serving as executive officers of the company
as of the date of this Proxy Statement. All company executive officers are
elected annually and serve at the discretion of the company’s Board of Directors
or Chief Executive Officer.
Richard J. King, CFA (50) President and
Chief Executive Officer.
Mr. King
has served as our President and Chief Executive Officer since June 16,
2008. He is also a member of the Invesco Fixed Income senior management team,
and is the Head of US Investment Grade Fixed Income Investment, contributing
25 years of fixed income investment expertise. Mr. King joined Invesco
in 2000 and has held positions as Senior Portfolio
7
Manager
and Product Manager for Core and Core Plus, Head of the Structured Team, and
Head of Portfolio Management, leading a team responsible for portfolio
management of all investment-grade domestic fixed income portfolios. Prior to
Invesco, Mr. King spent two years as Head of Fixed Income at Security
Management, and ten years with Criterion Investment Management, where he served
as Chairman of the Core Sector Group. He also served as Managing Director and
Portfolio Manager with Bear Stearns Asset Management. Starting in 1984, he spent
four years with Ohio PERS as an Investment Analyst, with the responsibility of
analyzing and trading corporate bonds and mortgage-backed securities.
Mr. King began his career in 1981, as an auditor for Touche Ross &
Co. Mr. King received a Bachelor of Science in Business Administration from
Ohio State University. Mr. King is a Chartered Financial
Analyst.
John M. Anzalone, CFA
(45) Chief
Investment Officer.
Mr. Anzalone
has served as our Chief Investment Officer since June 25, 2009. He is also
a Senior Director and Head of Research & Trading, Mortgage-Backed
Securities for our Manager. Mr. Anzalone joined Invesco’s Fixed Income
Division in 2002. As the Head of the MBS group, he is responsible for the
application of investment strategy across portfolios consistent with client
investment objectives and guidelines. Additionally, the MBS team is responsible
for analyzing and implementing investment actions in the residential and
commercial mortgage-backed securities sectors. Mr. Anzalone began his
investment career in 1992 at Union Trust. In 1994 he moved to AgriBank, FCB,
where he served as a Senior Trader for six years. Mr. Anzalone is also a
former employee of Advantus Capital Management where he was a Senior Trader
responsible for trading mortgage-backed, asset-backed and commercial mortgage
securities. Mr. Anzalone received a Bachelor of Arts in Economics from
Hobart College and a Master of Business Administration from the Simon School at
the University of Rochester. Mr. Anzalone is a Chartered Financial
Analyst.
Donald R. Ramon, CPA (46) Chief Financial
Officer.
Mr. Ramon
is our Chief Financial Officer and joined Invesco in 2009. Mr. Ramon has
23 years of banking and financial institution experience which includes
five years working directly with mortgage REITs. Mr. Ramon began his career
in 1986 with SunTrust Banks, Inc. where he held several accounting and internal
audit positions over 13 years, including two years as the Senior Financial
Officer for numerous private mortgage REITs. From 1999 to 2005, Mr. Ramon
worked for GE Capital Corporation, overseeing their U.S. banking
operations. In addition, Mr. Ramon spent two years as Chairman of the
Board, Chief Executive Officer and President of GE Money Bank and Monogram
Credit Card Bank of Georgia and four years as Chief Financial Officer for the
same. From 2005 to 2008, Mr. Ramon was SVP and Controller of HomeBanc
Corp., a publicly held mortgage REIT. In 2008, Mr. Ramon was named Acting
Chief Executive Officer and Chief Financial Officer. Mr. Ramon received a
bachelor’s degree in Accounting from the University of South Florida.
Mr. Ramon is a Certified Public Accountant.
CORPORATE
GOVERNANCE
Board of Directors and
Committees. Our business is managed by our Manager, subject to
the supervision and oversight of our Board of Directors, which has established
investment guidelines for our Manager to follow in its day-to-day management of
our business. A majority of our Board of Directors is “independent,” as
determined by the requirements of the NYSE and the regulations of the SEC. Our
directors keep informed about our business by attending meetings of our Board of
Directors and its committees and through supplemental reports and
communications. Our independent directors meet regularly in executive sessions
without the presence of our corporate officers or non-independent
directors.
Our Board
of Directors has formed an Audit Committee, a Compensation Committee and a
Nominating and Corporate Governance Committee and has adopted charters for each
of these committees. Each of these committees has three directors and is
composed exclusively of independent directors, as defined by the listing
standards of the NYSE. Moreover, the Compensation Committee is composed
exclusively of individuals intended to be, to the extent provided by
Rule 16b-3 of the Exchange Act, non-employee directors and will, at such
times as we are subject to Section 162(m) of the Internal Revenue Code,
qualify as outside directors for purposes of Section 162(m) of the Internal
Revenue Code.
Corporate Governance
Guidelines. The Board has also adopted Corporate Governance
Guidelines (“Guidelines”) which are available in the corporate governance
section of the company’s Web site at www.invescomortgagecapital.com
(the “company’s Web site”). The Corporate Governance Guidelines set forth
the practices the Board follows with respect to, among other matters, the
composition of the Board, director responsibilities, Board committees, director
access to officers, employees and independent advisors, director compensation
and performance evaluation of the Board.
8
Board Leadership
Structure. As described in the Guidelines, the company’s
business is conducted day-to-day by its officers and our external Manager, under
the direction of the chief executive officer and the oversight of the Board, to
enhance the long-term value of the company for its stockholders. The
Board is elected by the stockholders to oversee the officers of the company and
our external Manager and to assure that the long-term interests of the
stockholders are being served. In light of these differences in the
fundamental roles of the Board and management, the company has chosen to
separate the chief executive officer and Board chairman positions. The
separation of these roles: (i) allows the Board to more effectively monitor and
objectively evaluate the performance of the chief executive officer, such that
the chief executive officer is more likely to be held accountable for his
performance, (ii) allows the non-executive chairman to control the Board’s
agenda and information flow, and (iii) creates an atmosphere in which other
directors are more likely to challenge the chief executive officer and other
members of our senior management team. For these reasons, the
company believes that this board leadership structure is currently
the most appropriate structure for the company. Nevertheless, the Board may
reassess the appropriateness of the existing structure at any time, including
following changes in management, in Board composition or in the character of the
company’s business and operations.
Code of
Conduct. Our Board of Directors has established a code of
ethics that applies to our officers and directors and to our Manager’s officers,
directors and personnel when such individuals are acting for or on our behalf
(the “code of conduct”). Among other matters, our code of conduct is designed to
deter wrongdoing and to promote:
|
•
|
honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
|
|
|
•
|
full,
fair, accurate, timely and understandable disclosure in our SEC reports
and other public communications;
|
|
|
•
|
compliance
with applicable governmental laws, rules and
regulations;
|
|
|
•
|
prompt
internal reporting of violations of the code to appropriate persons
identified in the code; and
|
|
|
•
|
accountability
for adherence to the code.
|
Any
waiver of the code of conduct for our executive officers or directors may be
made only by our Board of Directors or one of our Board committees. The code of
conduct is posted on our company’s Web site. We intend to satisfy the disclosure
requirement regarding any amendment to, or a waiver of, a provision of the code
of conduct by posting such information on our Web site.
Board’s Role in Risk Oversight.
We believe that risk oversight responsibility rests with the full Board
of Directors. Therefore, the Board has principal responsibility for
oversight of the company’s risk management processes and for understanding the
overall risk profile of the company. The Board has not delegated primary
risk oversight responsibility to a committee of the Board, although Board
committees routinely address specific risks and risk processes within their
purview.
In
addition, since the company is externally managed by our Manager, we rely upon
the operational and investment risk oversight functions of our Manager and its
Invesco affiliates. In that regard, Invesco's performance and risk
professionals at its respective investment centers provide our Manager and its
affiliates with investment oversight facilitation and periodic monitoring of
investment risks, while Invesco’s Corporate Risk Management Committee
facilitates a focus on strategic, operational and all other business
risks. Through regular and consistent risk communication, our Manager has
reasonable assurance that all material operational and investment risks of the
company are being addressed.
INFORMATION
ABOUT THE BOARD AND ITS COMMITTEES
BOARD
MEETINGS AND ANNUAL MEETING OF STOCKHOLDERS
During
the calendar year ended December 31, 2009, the Board held four meetings (not
including committee meetings). Each director attended at least seventy-five
percent (75%) of the aggregate of the total number of meetings held by the Board
and the total number of meetings held by all committees of the Board on which he
or she served during 2009. The Board does not have a formal policy regarding
Board member attendance at stockholder meetings. The non-executive directors
(those directors who are not officers or employees of the company) meet in
executive session at least once per year during a regularly scheduled Board
meeting without management. Neil Williams, a non-executive and independent
director, has been appointed to preside at the executive sessions of the
non-executive directors.
9
COMMITTEE
MEMBERSHIP AND MEETINGS
The
current committees of the Board are the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee. The table below
provides current membership information.
|
Director
|
Audit
|
Compensation
|
Nominating
& Corporate
Governance
|
|
G. Mark
Armour
|
-
|
-
|
-
|
|
James
S. Balloun
|
M
|
C
|
M
|
|
John
S. Day
|
C
|
M
|
M
|
|
Karen
Dunn Kelley
|
-
|
-
|
-
|
|
Neil
Williams
|
M
|
M
|
C
|
____________
M — Member
C — Chairman
Below is
a description of each committee of the Board. The Board has affirmatively
determined that each committee consists entirely of independent directors
pursuant to rules established by the NYSE and rules promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
THE
AUDIT COMMITTEE
The Audit
Committee is chaired by Mr. Day and consists additionally of
Messrs. Balloun and Williams. Under its charter, the committee is comprised
of at least three members of the Board, each of whom is “independent” of the
company under the NYSE and SEC rules and is also “financially literate.”
Committee members are appointed and removed by the Board. The committee is
required to meet at least quarterly. The committee periodically meets with the
independent auditor in separate executive sessions without members of senior
management present. The committee has the authority to retain independent
advisors, at the company’s expense, wherever it deems appropriate to fulfill its
duties. It reports to the Board regularly and annually reviews its own
performance and the terms of its charter and recommends any proposed changes to
the Board. The committee met three times during 2009.
The
committee’s charter is available on the company’s Web site. The
charter sets forth the committee’s responsibilities, which include assisting the
Board in fulfilling its responsibility to oversee the company’s financial
reporting, auditing and internal control activities, including the integrity of
the company’s financial statements, compliance with legal and regulatory
requirements, the independent auditor’s qualifications and independence and the
performance of the company’s internal audit function and independent auditor.
The committee is responsible for making recommendations to the stockholders
regarding the appointment of the independent auditor and for pre-approval of its
engagement to provide any audit or permitted non-audit services under agreed
policies and procedures. The committee is also responsible for establishing
hiring policies for current or former employees of its independent auditor. It
annually reviews the independent auditor’s report and evaluates its
qualifications, performance and independence. The committee is also responsible
for monitoring and reviewing the effectiveness of the company’s internal audit
function. In connection with financial reporting, the committee is responsible
for reviewing and discussing with management and the independent auditor
(i) the company’s audited financial statements and related disclosures,
(ii) its earnings press releases and periodic filings, (iii) its
critical accounting policies, (iv) the quality and adequacy of its internal
controls over financial reporting, disclosure controls and procedures, and
accounting procedures, and (v) any audit problems or difficulties. Finally,
the committee is responsible for assisting the Board in overseeing the company’s
legal and regulatory compliance. The committee also prepares the report of the
Audit Committee presented in the company’s annual proxy statement.
The
committee has adopted policies and procedures for pre-approving all audit and
non-audit services provided by our independent auditors. The policy is designed
to ensure that the auditor’s independence is not impaired. The policy provides
that, before the company engages the independent auditor to render any service,
the engagement must either be specifically approved by the Audit Committee or
fall into one of the defined categories that have been pre-approved. (See the
section of this Proxy Statement below entitled “Pre-Approval Process and
Policy.”)
10
The Board
has determined that all committee members are financially literate under the
NYSE listing standards. The Board has further determined that Mr. Day
qualifies as an “audit committee financial expert” (as defined under the SEC’s
rules and regulations), that he has “accounting or related financial management
expertise” and that he is “independent” of the company under SEC rules and the
NYSE listing rules.
THE
COMPENSATION COMMITTEE
The
Compensation Committee is chaired by Mr. Balloun and consists additionally
of Messrs. Day and Williams. Under its charter, the committee is comprised
of at least three members of the Board, each of whom is “independent” of the
company under the NYSE and SEC rules. Committee members are appointed and
removed by the Board. The committee is required to meet at least quarterly. It
also has the authority to retain independent advisors, at the company’s expense,
wherever it deems appropriate to fulfill its duties, including any compensation
consulting firm. The committee met two times during 2009.
The
committee’s charter is available on the company’s Web site. The
charter sets forth the committee’s responsibilities, which include annually
overseeing the establishment of goals and objectives related to the chief
executive officer’s compensation, evaluating the performance of the chief
executive officer and determining the amount of his compensation. The committee
also reviews and makes recommendations to the Board concerning the company’s
overall compensation philosophy. It further annually approves the compensation
structure for, and reviews and approves the compensation of, senior officers,
and it oversees the annual process for evaluating their performance. The
committee also oversees the administration of the company’s equity-based and
other incentive compensation plans, assists the Board with executive succession
planning, and determines the compensation, including deferred compensation
arrangements, for the company’s non-executive directors.
The
committee meets at least annually to review and make recommendations to the
Board on the compensation of the company’s non-executive directors. In reviewing
and making recommendations on non-executive director compensation, the Committee
considers, among other things, the following policies and
principles:
|
|
•
|
that
the compensation should fairly pay the directors for the work, time
commitment and efforts required by directors of an organization of the
company’s size and scope of business activities, including service on
Board committees;
|
|
|
•
|
that
a component of the compensation should be designed to align the directors’
interests with the long-term interests of the company’s
stockholders; and
|
|
|
•
|
that
directors’ independence may be compromised or impaired for Board or
committee purposes if director compensation exceeds customary
levels.
|
No
executive officer of the company is involved in determining or recommending
non-executive director compensation levels. See the section of this Proxy
Statement entitled “Director Compensation” below, for a more detailed discussion
of compensation paid to the company’s non-executive directors during
2009.
THE
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The
Nominating and Corporate Governance Committee is chaired by Mr. Williams
and consists additionally of Messrs. Balloun and Day. Under its charter,
the committee is comprised of at least three members of the Board, each of whom
is “independent” of the company under the NYSE and SEC rules. Committee members
are appointed and removed by the Board. The committee is required to meet at
least quarterly. It also has the authority to retain independent advisors, at
the company’s expense, whenever it deems appropriate to fulfill its duties. The
committee met two times during 2009.
The
committee’s charter is available on the company’s Web site. The
charter sets forth the committee’s responsibilities, which include establishing
a policy setting forth the specific, minimum qualifications that the committee
believes must be met by a nominee recommended for a position on the Board, and
describing any specific qualities or skills that the committee believes are
necessary for one or more of the directors to possess. Such qualifications
include the requirements under NYSE and SEC rules, as well as consideration of
the individual skills, experience and perspectives that will help create an
effective Board. The committee is responsible for establishing procedures for
identifying and evaluating potential nominees for director and for recommending
to the Board potential nominees for election. Candidates for election to the
Board are considered in light of their background and experience using the
extensive personal knowledge of current directors or through the recommendations
of various advisors to the company. The committee is also required to
periodically review and reassess the adequacy of the Guidelines to determine
whether any changes are appropriate and recommend any such changes to the Board
for its approval. The candidates proposed for election in
Proposal No. 1 of this Proxy Statement were unanimously recommended by
the committee to the Board.
11
The committee will
consider candidates recommended for nomination to the Board by stockholders of
the company. Stockholders may nominate candidates for election to the Board
under Maryland law and our Bylaws. Our Bylaws provide that, with respect to an
annual meeting of stockholders, nominations of individuals for election to our
Board of Directors and the proposal of business to be considered by stockholders
may be made only (1) pursuant to our notice of the meeting, (2) by or
at the direction of our Board of Directors or (3) by a stockholder who is a
stockholder of record both at the time of giving the notice required by our
Bylaws and at the time of the meeting, who is entitled to vote at the meeting
and who has complied with the advance notice provisions set forth in our Bylaws.
Under our Bylaws, notice of such a proposal must generally be provided to the
Secretary not earlier than the 150th day
nor later than the 120th days
prior to the first anniversary of the date of the proxy statement for the
preceding year’s annual meeting. In addition, our Bylaws contain additional
requirements applicable to any stockholder nomination, including a description
of the information that must be included with any such proposal. For further
information regarding deadlines for stockholder proposals, please see the
section of this proxy statement below entitled “Stockholder Proposals for the
2011 Annual Meeting.” The manner in which the committee evaluates candidates
recommended by stockholders is generally the same as any other candidate.
However, the committee will also seek and consider information concerning any
relationship between a stockholder recommending a candidate and the candidate to
determine if the candidate can represent the interests of all of the
stockholders. The committee will not evaluate a candidate recommended by a
stockholder unless the stockholder’s proposal provides that the potential
candidate has indicated a willingness to serve as a director, to comply with the
expectations and requirements for Board service as publicly disclosed by the
company and to provide all of the information necessary to conduct an
evaluation.
The
committee believes there are certain minimum qualifications that each director
nominee must satisfy in order to be suitable for a position on the Board,
including:
|
|
•
|
a
high degree of personal and professional
integrity;
|
|
|
•
|
ability
to exercise sound business judgment on a broad range of
issues;
|
|
|
•
|
sufficient
experience and professional or educational background to have an
appreciation of the significant issues facing public companies that are
comparable to the company;
|
|
|
•
|
willingness
to devote the necessary time to Board duties, including preparing for and
attending meetings of the Board and its
committees; and
|
|
|
•
|
being
prepared to represent the best interests of the company and its
stockholders and being committed to enhancing stockholder
value.
|
In
considering candidates for director nominee, the committee generally assembles
all information regarding a candidate’s background and qualifications, evaluates
a candidate’s mix of skills and qualifications and determines the contribution
that the candidate could be expected to make to the overall functioning of the
Board, giving due consideration to the Board’s balance of diversity of
perspectives, backgrounds and experiences. While the committee routinely
considers diversity as a part of its deliberations, it has no formal policy
regarding diversity. With respect to current directors, the committee
considers past participation in and contributions to the activities of the
Board. The committee recommends director nominees to the Board based on its
assessment of overall suitability to serve in accordance with the company’s
policy regarding nominations and qualifications of directors.
12
DIRECTOR
COMPENSATION
Compensation of Executive
Directors
A member
of our Board of Directors who is also an employee of Invesco is referred to as
an executive director. Executive directors do not receive compensation for
serving on our Board of Directors. We reimburse each of our executive directors
for his or her travel expenses incurred in connection with his or her attendance
at Board of Directors meetings.
Compensation of Non-executive
Directors
A member
of our Board of Directors who is not an employee of Invesco is referred to as a
non-executive director. Each non-executive director received an upfront fee of
$5,000 upon completion of our initial public offering (“IPO”). In addition, each
non-executive director receives an annual base fee for his or her services of
$25,000, payable in cash, and an annual deferred director fee of $25,000,
payable in shares of our common stock under our equity incentive plan. Such
shares of our common stock may not be sold or transferred during the
non-executive director’s service on our Board of Directors. Both base and
deferred director fees are paid on a quarterly basis. We also reimburse each of
our non-executive directors for his or her travel expenses incurred in
connection with his or her attendance at Board of Directors and committee
meetings.
Director
Compensation Table for 2009
The table
below sets forth the compensation paid to our non-executive directors for
services during 2009. We compensated only those directors who are independent
under the NYSE listing standards.
|
Name
|
Fees
Earned or Paid in Cash
($)(1)
|
Stock
Awards
($)(2)
|
Total
($)
|
|||||||||
|
James
S. Balloun
|
11,250 | 6,238 | 17,488 | |||||||||
|
John
S. Day
|
11,250 | 6,238 | 17,488 | |||||||||
|
Neil
Williams
|
11,250 | 6,238 | 17,488 | |||||||||
|
(1)
|
Represents
an initial one-time cash fee of $5,000 and a quarterly cash award of
$6,250.
|
||
|
(2)
|
Reflects
the full grant date fair value of such stock awards, determined in
accordance with GAAP, as granted to each of our non-executive directors in
payment of his or her quarterly deferred director fee. The stock awards
were fully-vested as of the date of
grant.
|
||
The
following table presents the grant date fair value for each share award made to
each non-executive director during 2009.
|
Name
|
Date
of Grant
|
Total
Grant Date Fair Value
($)
|
|||
|
James
S. Balloun
|
12/28/2009
|
6,238 | |||
|
John
S. Day
|
12/28/2009
|
6,238 | |||
|
Neil
Williams
|
12/28/2009
|
6,238 | |||
13
The
aggregate number of share awards outstanding at December 31, 2009 for each of
our non-executive directors was as follows:
|
Name
|
Shares
Outstanding
|
Total
Share Awards Outstanding
|
|
James
S. Balloun
|
304
|
304
|
|
John
S. Day
|
304
|
304
|
|
Neil
Williams
|
304
|
304
|
SECURITY
OWNERSHIP OF PRINCIPAL SHAREHOLDERS
The
following table sets forth the common stock beneficially owned as of March 18,
2010 by each stockholder known to us to beneficially own more than five percent
of the company’s outstanding common stock. The percentage of ownership indicated
in the following table is based on 16,938,046 shares of
common stock outstanding as of March 18, 2010.
|
Name
and Address of Beneficial Owner
|
Amount
and
Nature of
Beneficial
Ownership
(1)
|
Percent
of
Class
|
|
Thornburg
Investment Management Inc.
|
1,331,729
(2)
|
7.86
%
|
|
Wells
Fargo & Company and subsidiaries
|
1,130,937
(3)
|
6.68%
|
|
Invesco
Ltd.
|
75,100
(4)
|
0.41%
|
____________
|
(1)
|
Except
as described otherwise in the footnotes to this table, each beneficial
owner in the table has sole voting and investment power with regard to the
shares beneficially owned by such owner.
|
|
(2)
|
Information
obtained solely by reference to the Schedule 13G/A filed with the SEC
on January 8, 2010 by Thornburg Investment Management Inc., or
Thornburg. Of the reported shares, Thornburg reported that it has sole
power to vote or to direct the vote and sole power to dispose or to direct
the disposition of 1,331,729 shares. The address for Thornburg is
2300 North Ridgetop Road, Santa Fe, New Mexico 87506.
|
|
(3)
|
Information
obtained solely by reference to the Schedule 13G/A filed with the SEC
on January 26, 2010 by Wells Fargo & Company, or Wells Fargo, on
behalf of itself and subsidiaries. According to the schedule, the shares
are also beneficially owned by the following subsidiaries of Wells Fargo:
Wells Capital Management Incorporated., Wachovia Bank, National
Association, Wells Fargo Funds Management, L.L.C., Wells Fargo Advisors,
L.L.C. and Evergreen Investment Management Company, L.L.C., collectively
with Wells Fargo referred to as the Wells Fargo Group. Of the reported
shares, the Wells Fargo Group reported that it has sole power to vote or
direct the vote of 1,122,112 shares and sole power to dispose or direct
the disposition of 1,130,937 shares. The address for the Wells Fargo Group
is 420 Montgomery Street, San Francisco, California
94104.
|
|
(4)
|
Invesco
Ltd. is the indirect 100% shareholder of Invesco Advisers, Inc. which
purchased 100 shares of common stock in connection with our initial
capitalization and purchased 75,000 shares of common stock in the
concurrent private offering with our IPO. The outstanding shares excludes
Invesco’s beneficial ownership of 1,425,000 units of limited partnership
interests in our operating partnership (“OP units”) owned by its
wholly-owned subsidiary, Invesco Investments (Bermuda) Ltd. Each such OP
unit is redeemable for cash or, at our election, one share of our common
stock.
|
14
SECURITY
OWNERSHIP OF MANAGEMENT
The
following table lists the shares of common stock beneficially owned as of
December 31, 2009 by (1) each director and director nominee, (2) each
executive officer, and (3) all current directors, director nominees and
executive officers as a group. The percentage of ownership indicated in the
following table is based on 16,938,046 shares of the
company’s common stock outstanding on March 18, 2010.
Beneficial
ownership reported in the below table has been determined according to SEC
regulations and includes common stock that may be acquired within 60 days after
December 31, 2009. Unless otherwise indicated, all directors,
director nominees and executive officers have sole voting and investment power
with respect to the shares shown. No shares are pledged as security.
As of December 31, 2009, no individual director, director nominee or named
executive officer owned beneficially 1% or more of our common
stock.
|
Name
|
Shares
Owned
|
Percent
of
Class
|
|
John
Anzalone
|
5,000
|
*
|
|
G.
Mark Armour
|
5,000
|
*
|
|
James
S. Balloun (1)
|
7,804
|
*
|
|
John
S. Day
|
2,804
|
*
|
|
Karen
Dunn Kelley
|
5,000
|
*
|
|
Richard
J. King
|
15,000
|
*
|
|
Donald
R. Ramon
|
4,000
|
*
|
|
Neil
Williams
|
5,304
|
*
|
|
All
directors and executive officers as a group (8 persons)
|
49,912
|
*
|
____________________
|
(1)
|
Includes
2,500 shares held by the spouse of Mr.
Balloun
|
EXECUTIVE
COMPENSATION
On
July 1, 2009, we entered into a management agreement with Invesco Advisers,
Inc. (formerly Invesco Institutional (N.A.), Inc.), our Manager, pursuant to
which our Manager provides the day-to-day management of our operations. Because
our management agreement provides that our Manager is responsible for managing
our affairs, our executive officers, who are employees of Invesco, do not
receive cash compensation from us for serving as our executive officers.
Instead, our Manager compensates each of our executive officers. We pay our
Manager a management fee and our Manager uses the proceeds from the management
fee, in part, to pay compensation to its officers and personnel. However, we
have agreed to reimburse our Manager for the compensation expense of our Chief
Financial Officer in respect of the services he provides to us. Our Chief
Financial Officer is dedicated exclusively to us and, as a result, we are
responsible for his total compensation. Our Chief Financial Officer’s annual
base salary is $175,000, and he is eligible to receive an annual bonus between
25% and 100% per annum of his base salary. For 2009, our Chief Financial Officer
received an actual cash bonus of $100,000. In their capacities as officers or
personnel of Invesco, persons other than our Chief Financial Officer devote such
portion of their time to our affairs as is necessary to enable us to operate our
business. We may in the future grant equity to our executive officers for which
our Manager will reimburse us or for which there will be an offset against the
management fee we otherwise owe our Manager under the management
agreement.
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During
2009, the following directors served as members of the Compensation Committee:
Mr. Balloun (Chairman) and Messrs. Day and Williams. No member of the
Compensation Committee was an officer or employee of the company or any of its
subsidiaries during 2009, and no member of the Compensation Committee was
formerly an officer of the company or any of its subsidiaries or was a party to
any disclosable related person transaction involving the company. During 2009,
none of the executive officers of the company has served on the board of
directors or on the compensation committee of any other entity that has or had
executive officers serving as a member of the Board of Directors or Compensation
Committee of the company.
15
REPORT
OF THE AUDIT COMMITTEE
MEMBERSHIP
AND ROLE OF THE AUDIT COMMITTEE
The Audit
Committee consists of Mr. Day (Chairman) and Messrs. Balloun and Williams.
Each of the members of the Audit Committee is independent as such term is
defined under the New York Stock Exchange listing standards and applicable law.
The primary purpose of the Audit Committee is to assist the Board of Directors
in fulfilling its responsibility to oversee (i) the company’s financial
reporting, auditing and internal control activities, including the integrity of
the company’s financial statements, (ii) the independent auditor’s
qualifications and independence, (iii) the performance of the company’s
internal audit function and independent auditor, and (iv) the
company’s compliance with legal and regulatory requirements. The Audit
Committee’s function is more fully described in its written charter, which is
available on the corporate governance section of the company’s Web site at www.invescomortgagecapital.com.
16
REVIEW OF THE COMPANY’S AUDITED
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
The Audit
Committee has reviewed and discussed the audited financial statements of the
company for the fiscal year ended December 31, 2009 with the company’s
management. The Audit Committee has discussed with Grant Thornton LLP (“Grant
Thornton”), the company’s independent registered public accounting firm, the
matters required to be discussed by professional auditing standards. The Audit
Committee has also received the written disclosures and the letter from Grant
Thornton required by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent auditor's communications with the
audit committee concerning independence, and has discussed the independence of
Grant Thornton with that firm. Based on the Audit Committee’s review and
discussions noted above, the Audit Committee recommended to the Board of
Directors that the company’s audited consolidated financial statements be
included in the company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 for filing with the Securities and Exchange
Commission.
Respectfully
Submitted by the Audit Committee:
James S.
Balloun
John S.
Day
Neil
Williams
FEES
PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit
Committee of the Board of Directors has selected the accounting firm of Grant
Thornton, LLP to serve as our independent registered public accountants for the
year ending December 31, 2010, subject to ratification and approval by our
shareholders. Grant Thornton has served as our independent registered
public accountant since our inception in June 2008.
The fees
billed or expected to be billed to the Company by Grant Thornton for
professional services rendered for the year ended December 31, 2009 and for the
period June 5, 2008 (date of inception) to December 31, 2008 were as
follows:
|
|
||||||||
|
|
Year
Ended
December
31, 2009
|
Period
from
June
5, 2008
(Date
of Inception) to December 31, 2008
|
||||||
|
($
in thousands)
|
||||||||
|
Audit
Fees(1)
|
370 | 66 | ||||||
|
Audit-Related
Fees (2)
|
- | - | ||||||
|
Tax
Fees(3)
|
31 | - | ||||||
|
All
Other Fees (4)
|
- | - | ||||||
|
TOTAL
FEES
|
401 | 66 | ||||||
____________
|
(1)
|
Audit
Fees consist of fees and related expenses billed for the audit of the
consolidated financial statements and services provided by Grant Thornton
in connection with statutory and regulatory filings or engagements. The
audit fees include fees and expenses in connection with quarterly and
annual reports and the issuance of consents by Grant Thornton to be named
in and the use of their audit report in our registration
statements.
|
|
(2)
|
Audit-Related
Fees consist of fees and expenses billed for assurance and related
professional services. Grant Thornton did not perform any
audit-related services.
|
|
(3)
|
Tax
Fees consist of professional services related to federal and state tax
compliance and tax planning.
|
|
(4)
|
All
Other Fees consist of any fees and expenses for professional services not
included in one of the other categories. Grant Thornton did not
perform and other services.
|
17
PRE-APPROVAL
PROCESS AND POLICY
The Audit
Committee has adopted policies and procedures for pre-approving all audit and
non-audit services provided by our independent auditors. The policy is designed
to ensure that the auditor’s independence is not impaired. The policy sets forth
the Audit Committee’s views on audit, audit-related, tax and other services. It
provides that, before the company engages the independent auditor to render any
service, the engagement must either be specifically approved by the Audit
Committee or fall into one of the defined categories that have been
pre-approved. The policy defines the services and the estimated range of fees
for such services that the committee has pre-approved. The term of any such
categorical approval is 12 months, unless the committee specifically provides
otherwise, and the policy requires the related fee levels to be set annually.
Where actual invoices in respect of any service are materially in excess of the
estimated range, the committee must approve such excess amount prior to payment.
The policy also prohibits the company from engaging the auditors to provide
certain defined non-audit services that are prohibited under SEC rules. Under
the policy, the Audit Committee may delegate pre-approval authority to one or
more of its members, but may not delegate such authority to the company’s
management. Under the policy, our management must inform the Audit Committee of
each service performed by our independent auditor pursuant to the policy.
Requests to the Audit Committee for separate approval must be submitted by both
the independent auditor and our chief financial officer and the request must
include a joint statement as to whether it is deemed consistent with the SEC’s
and PCAOB’s rules on auditor independence.
All audit
and non-audit services provided to the company and its subsidiaries by Grant
Thornton during 2009 were either specifically approved or pre-approved under the
policy.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Relationship
to Our External Manager
On
July 1, 2009, we entered into a management agreement with Invesco Advisers,
Inc. (formerly Invesco Institutional (N.A.), Inc.), our Manager, pursuant to
which our Manager provides the day-to-day management of our operations. The
management agreement requires our Manager to manage our business affairs in
conformity with the policies and the investment guidelines that are approved and
monitored by our Board of Directors. The management agreement has an initial
two-year term and will be renewed for one-year terms thereafter unless
terminated by either us or our Manager. Our Manager is entitled to receive a
termination fee from us, under certain circumstances. We are also obligated to
reimburse certain expenses incurred by our Manager. Our Manager is entitled to
receive from us a management fee.
Our executive officers are employees of Invesco. As a result, the terms of the management agreement between us and our Manager were negotiated between related parties, and the terms, including fees and other amounts payable, may not be as favorable to us as if it had been negotiated with an unaffiliated third party. With respect to 2009, we paid fees to our Manager in an aggregate amount of approximately $1.5 million.
Grants of Equity Compensation to Our
Manager, Its Personnel and Its Affiliates
Under our
equity incentive plan, our Compensation Committee is authorized to approve
grants of equity-based awards to, among others, directors, officers, our Manager
and personnel of our Manager and its affiliates. We grant shares of restricted
stock to each non-executive director as part of his compensation. Future equity
awards may be made to our officers and to our Manager and its personnel and
affiliates under our equity incentive plan. Our equity incentive plan provides
for grants of share options, restricted shares of common stock, phantom shares,
dividend equivalent rights and other equity-based awards up to an aggregate of
6% of the issued and outstanding shares of our common stock (on a fully diluted
basis) at the time of the award, subject to a ceiling of 40 million shares
available for issuance under the plan.
Ownership of Common Stock by
Affiliates
Invesco,
through our Manager, beneficially owns 0.41% of our outstanding common stock.
Invesco, through Invesco Investments (Bermuda) Ltd., beneficially owns
1,425,000 units of the partnership interests of our operating partnership,
which is convertible into our common stock.
18
Registration
Rights
We have
entered into a registration rights agreement with regard to the common stock and
OP units owned by our Manager and Invesco Investments (Bermuda) Ltd.,
respectively, and any shares of common stock that our Manager may elect to
receive under the management agreement or otherwise. Pursuant to the
registration rights agreement, we granted to our Manager and Invesco Investments
(Bermuda) Ltd., respectively: (1) unlimited demand registration rights to
have the shares purchased by our Manager or granted to it in the future and the
shares that we may issue upon redemption of the OP units purchased by Invesco
Investments (Bermuda) Ltd. registered for resale, and (2) in certain
circumstances, the right to “piggy-back” these shares in registration statements
we might file in connection with any future public offering so long as we retain
our Manager as the manager under the management agreement. The registration
rights of our Manager and Invesco Investments (Bermuda) Ltd. with respect to the
common stock and OP units that they purchased in connection with our IPO will
only begin to apply on July 1, 2010.
RELATED
PERSON TRANSACTION POLICY
The Board
of Directors has adopted written Policies and Procedures with Respect to Related
Person Transactions to address the review, approval, disapproval or ratification
of related person transactions. “Related persons” include the company’s
executive officers, directors, director nominees, holders of more than five
percent (5%) of the company’s voting securities, immediate family members of the
foregoing persons, and any entity in which any of the foregoing persons is
employed, is a partner or is in a similar position, or in which such person has
a 5% or greater ownership interest. A “related person transaction” means a
transaction or series of transactions in which the company participates, the
amount involved exceeds $120,000, and a related person has a direct or indirect
interest (with certain exceptions permitted by SEC rules). Examples might
include sales, purchases and transfers of real or personal property, use of
property and equipment by lease or otherwise, services received or furnished and
borrowings and lendings, including guarantees.
Management
is required to present for the approval or ratification of the Audit Committee
all material information regarding an actual or potential related person
transaction. The policy requires that, after reviewing such information, the
disinterested members of the Audit Committee will approve or disapprove the
transaction. Approval will be given only if the Audit Committee determines that
such transaction is in, or is not inconsistent with, the best interests of the
company and its stockholders. The policy further requires that in the event
management becomes aware of a related person transaction that has not been
previously approved or ratified, it must be submitted to the Audit Committee
promptly. The policy also permits the chairman of the Audit Committee to review
and approve related person transactions in accordance with the terms of the
policy between scheduled committee meetings. Any determination made pursuant to
this delegated authority must be reported to the full Audit Committee at the
next regularly-scheduled meeting.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)
of the Exchange Act requires officers, directors and persons who beneficially
own more than 10% of the company’s common stock to file reports of ownership on
Form 3 and reports of changes in ownership on Forms 4 or 5 with the
SEC. The reporting officers, directors and 10% stockholders are also required by
SEC rules to furnish the company with copies of all Section 16(a) reports
they file.
Based
solely on its review of copies of such reports, the company believes that all
Section 16(a) filing requirements applicable to its directors, officers and
10% stockholders were complied with during 2009.
19
PROPOSAL NO. 2
APPOINTMENT
OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
GENERAL
The Audit
Committee of the Board has proposed the appointment of Grant Thornton LLP as the
independent registered public accounting firm to audit the company’s
consolidated financial statements for the fiscal year ending December 31,
2010 and to audit the company’s internal control over financial reporting as of
December 31, 2010. During and for the fiscal year ended December 31, 2009,
Grant Thornton LLP audited and rendered opinions on the consolidated financial
statements of the company. In addition, Grant Thornton LLP provides the company
with tax consulting and compliance services. See “Fees Paid to Independent
Registered Public Accounting Firm” above. Representatives of Grant Thornton LLP
are expected to be present at the Annual Meeting and will have the opportunity
to make a statement if they desire to do so. It is also expected that they will
be available to respond to appropriate questions.
RECOMMENDATION
OF THE BOARD
THE BOARD RECOMMENDS A VOTE
“FOR” THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2010. The voting requirements for this proposal are described in the
“Questions and Answers About Voting Your Common Stock” section above. If the
appointment is not approved, the Audit Committee may reconsider the selection of
Grant Thornton LLP as the company’s independent registered public accounting
firm.
20
ADDITIONAL
INFORMATION
Costs
of Solicitation
The cost
of solicitation of proxies will be paid by the company. In addition to the use
of the mails, certain Directors or officers of the company may solicit proxies
by telephone or personal contact. Upon request, we will reimburse brokers,
dealers, banks and trustees or their nominees for reasonable expenses incurred
by them in forwarding proxy materials to beneficial owners of our common
stock.
Principal
Executive Offices
Our
principal executive offices are located at 1555 Peachtree Street, NE, Atlanta,
Georgia 30309. Our telephone number is (404) 892-0896.
Stockholder
Proposals for the 2011 Annual Meeting
In
accordance with the rules established by the SEC, any stockholder proposal
submitted pursuant to Rule 14a-8 under the Exchange Act intended for
inclusion in the proxy statement for next year’s annual meeting of stockholders
must be received by us no later than 120 days before the anniversary of the
date of this proxy statement (e.g. not later than November
30, 2010). Such proposals should be sent to our Secretary in writing to Invesco
Mortgage Capital Inc., Attn: Office of the Secretary, 1555 Peachtree Street
N.E., Atlanta, Georgia 30309. To be included in the Proxy Statement, the
proposal must comply with the requirements as to form and substance established
by the SEC and our Bylaws, and must be a proper subject for stockholder action
under Maryland law.
A
stockholder may otherwise propose business for consideration or nominate persons
for election to the Board in compliance with SEC proxy rules, Maryland law, our
Bylaws and other legal requirements, without seeking to have the proposal
included in the Company’s proxy statement pursuant to Rule 14a-8 under the
Exchange Act. Under our Bylaws, notice of such a proposal must generally be
provided to our Secretary not earlier than the 150th day
nor later than 5:00 p.m., Eastern Time, on the 120th
day prior to the first anniversary of the date of the proxy statement for
the preceding year’s annual meeting. The period under our Bylaws for receipt of
such proposals for next year’s meeting is thus from October 31, 2010 to November
30, 2010. (However, if the date of the annual meeting is advanced or delayed by
more than 30 days from such anniversary date, any notice by a stockholder
of business or the nomination of directors for election or reelection to be
brought before the annual meeting to be timely must be so delivered (i) not
earlier than the 150th day
prior to such annual meeting and (ii) not later than 5:00 p.m., Eastern
Time on the later of (A) the
120th day
prior to such annual meeting and (B) the 10th day
following the day on which public announcement of the date of such meeting is
first made.)
Under
Rule 14a-4 under the Exchange Act, proxies may be voted on matters properly
brought before a meeting under these procedures in the discretion of the proxy
holders, without additional proxy statement disclosure about the matter, unless
the company is notified about the matter not less than 90 nor more than
120 days prior to the first anniversary of the preceding year’s annual
meeting and the proponents otherwise satisfy the requirements of
Rule 14a-4. The period under our Bylaws for receipt of such proposals for
next year’s meeting is from January 10, 2011 to February 9, 2011.
21
United
States Securities and Exchange Commission Reports
A copy of
the company’s Annual Report on Form 10-K, including financial statements,
for the fiscal year ended December 31, 2009 (the “Annual Report”), is being
furnished concurrently herewith to all stockholders as of the record date.
Please read it carefully.
Stockholders
may obtain a copy of the Annual Report, without charge, by visiting the
company’s Web site at www.invesco
mortgagecapital.com or by submitting a request to our
Secretary at: company.secretary@invescomortgagecapital.com
or by writing Invesco Mortgage Capital Inc., Attn: Office of the
Secretary, Two Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia
30309. Upon request to our Secretary, the exhibits set forth on the exhibit
index of the Form 10-K may be made available at a reasonable charge (which
will be limited to our reasonable expenses in furnishing such
exhibits).
Communications
with the Chairman and Non-Executive Directors
Any
interested party may communicate with the Chairman of our Board or to our
non-executive directors as a group at the following addresses:
E-mail:
company.secretary@invescomortgagecapital.com
Mail: Invesco Mortgage Capital
Inc.
Two Peachtree Pointe
1555
Peachtree Street
Atlanta,
Georgia 30309
Attn:
Office of the Secretary
Communications
will be distributed to the Board, or to any of the Board’s committees or
individual directors as appropriate, depending on the facts and circumstances of
the communication. In that regard, the Board does not receive certain items
which are unrelated to the duties and responsibilities of the
Board.
In
addition, the company maintains the Invesco Mortgage Capital Compliance
Reporting Line for employees of the company or individuals outside the company
to report complaints or concerns on an anonymous and confidential basis
regarding questionable accounting, internal accounting controls or auditing
matters and possible violations of the company’s Code of Conduct or law. Further
information about the Compliance Reporting Line is available on the company’s
Intranet.
Non-employees
may submit any complaint regarding accounting, internal accounting controls or
auditing matters directly to the Audit Committee of the Board of Directors by
sending a written communication appropriately addressed to:
Audit
Committee
Invesco
Mortgage Capital Inc.
Two
Peachtree Pointe
1555
Peachtree Street N.E.
Atlanta,
Georgia 30309
Attn:
Office of the Secretary
Householding
of Proxy Materials
The SEC
has adopted rules that permit companies and intermediaries (such as banks and
brokers) to satisfy the delivery requirements for proxy statements and annual
reports with respect to two or more stockholders sharing the same address by
delivering a single proxy statement and annual report addressed to those
stockholders. This process, which is commonly referred to as “householding,”
potentially means extra convenience for stockholders and cost savings for
companies.
A number
of banks and brokers with account holders who are beneficial holders of the
company’s common stock will be householding the company’s proxy materials or the
Notice. Accordingly, a single copy of the proxy materials or Notice will be
delivered to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders. Once you have
received notice from your bank or broker that it will be householding
communications to your address, householding will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no
longer wish to participate in householding and would prefer to receive separate
proxy materials or copies of the Notice, please notify your bank or broker, or
contact our Secretary at: company.secretary@invescomortgagecapital.com,
or by mail to Invesco Mortgage Capital Inc., Attn: Office of the Secretary, Two
Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia 30309, or by
telephone to 404-892-0896. The company undertakes, upon oral or written request
to the address or telephone number above, to deliver promptly a separate copy of
the company’s proxy materials or the Notice to a stockholder at a shared address
to which a single copy of the applicable document was delivered. Stockholders
who currently receive multiple copies of the proxy materials or the Notice at
their address and would like to request householding of their communications
should contact their bank or broker or the company’s Investor Relations
Department at the contact address and telephone number provided
above.
22
INVESCO
MORTGAGE CAPITAL INC.
TWO
PEACHTREE POINTE, 1555 PEACHTREE STREET N.E., ATLANTA, GEORGIA
30309
Important
Notice Regarding the Availability of Proxy Materials
for
the Stockholder Meeting to be Held on
Monday,
May 10, 2010
|
To
view the Proxy Statement and Annual Report
on
Form 10-K on
the
Internet, have your 11-digit Control #(s)
and
visit:
http://bnymellon.mobular.net/bnymellon/ivr
|
Dear Invesco Mortgage Capital Inc.
Stockholder:
The 2010 Annual Meeting of
Stockholders of Invesco Mortgage Capital Inc. (the “Company”) will be held in the Appalachians Room,
18th Floor, at our headquarters, located
at Two Peachtree Pointe, 1555 Peachtree Street N.E., Atlanta, Georgia 30309, on
Monday, May 10, 2010, at 3:00 p.m. (local time). The following proposals
will be voted upon at the Annual Meeting:
(1) to
elect five (5) directors to serve until the 2011 Annual Meeting;
(2) to appoint Grant Thornton
LLP as the Company’s independent registered public
accounting firm; and
(3) to
consider and act upon such other business that may properly come before the
meeting or any adjournment(s) thereof.
The
Board of Directors recommends a vote “FOR” Items 1 and
2.
The record date for the Annual
Meeting is March 18, 2010. Only stockholders of record at the close
of business on that date may vote at the meeting or any adjournment thereof.
Stockholders of record are cordially invited to attend the Annual Meeting. Directions on how
to attend the Annual Meeting and vote in person can be found on
our website at: www.invescomortgagecapital.com.
|
You may vote your proxy when
you view the materials on the Internet. You will be asked to enter your 11
digit control number.
|
23
ACCESSING YOUR PROXY
MATERIALS ONLINE
The
Proxy Materials for Invesco Mortgage Capital Inc. are available to review
at:
http://bnymellon.mobular.net/bnymellon/ivr
The following Proxy Materials are
available for you to review online:
|
|
•
|
the
Company’s 2010 Proxy Statement;
|
|
|
•
|
the Proxy
Card;
|
|
|
•
|
the Company’s Annual Report on
Form 10-K for the year ended December 31, 2009
(which is not deemed to be part of the official proxy
soliciting materials); and
|
|
|
•
|
any amendments to the foregoing
materials that are required to be furnished to
stockholders.
|
Have
this Notice available WHEN YOU WANT TO VIEW your Proxy Materials
online
or
WHEN YOU WANT TO VOTE YOUR SHARES ELECTRONICALLY
or
WHEN YOU WANT TO REQUEST A PAPER COPY of the Proxy Materials.
24
YOUR
VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We
encourage you to take advantage of Internet or telephone voting.
Both
are available 24 hours a day, 7 days a week.
Internet
and telephone are available for the return of proxies through 11:59 PM Eastern
Time on May 9, 2010.
Return
of your proxy by internet or telephone authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy card
by mail.
 |
|
INTERNET
http://www.proxyvoting.com/ivr
Use
the Internet to vote your proxy. Have your
proxy
card in hand when you access the web
site.
|
OR
|
TELEPHONE
1-866-540-5760
Use
any touch-tone telephone to vote your proxy.
Have
your proxy card in hand when you
call.
|
If you
vote your proxy by Internet or by telephone, you do NOT need to mail back your
proxy card.
To vote
by mail, mark, sign and date your proxy card and return it in the enclosed
postagepaid envelope.
q FOLD
AND DETACH HERE q
|
Please
mark your votes as indicated in this example
|
x
|
|
|
THIS
PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED “FOR” EACH OF THE NOMINEES FOR DIRECTOR AND “FOR” ITEM
2.
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||
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ITEM
1 – Election of Directors
Nominees:
|
FOR
|
AGAINST
|
ABSTAIN
|
|
1.1
G. Mark Armour
|
o
|
o
|
o
|
|
1.2
James S. Balloun
|
o
|
o
|
o
|
|
1.3
John S. Day
|
o
|
o
|
o
|
|
1.4
Karen Dunn Kelley
|
o
|
o
|
o
|
|
1.5
Neil Williams
|
o
|
o
|
o
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
|
ITEM
2 –APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
|
o
|
o
|
o
|
|
I
PLAN TO ATTEND THE MEETING
|
o
|
|
|
Mark
Here for Address Change
or
Comments
SEE
REVERSE
|
o
|
|
Signature
|
Signature
|
Date
|
NOTE:
Please sign as name appears hereon. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such.
You
can now access your Invesco Mortgage Capital Inc. account online.
Access
your Invesco Mortgage Capital Inc. account online via Investor
ServiceDirect®
(ISD).
BNY
Mellon Shareowner Services, the transfer agent for Invesco Mortgage Capital
Inc., now makes it easy and convenient to get current information on your
stockholder account.
| ● | View account status | ● | View payment history for dividends |
| ● | View certificate history | ● | Make address changes |
| ● | View book-entry information | ● | Obtain a duplicate 1099 tax form |
Visit
us on the web at http://www.bnymellon.com/shareowner/isd
For
Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday
Eastern Time
Investor ServiceDirect®
Available
24 hours per day, 7 days per week
TOLL
FREE NUMBER: 1-800-370-1163
|
Choose
MLinkSM
for fast, easy and secure 24/7 online access to your future
proxy
materials, investment plan statements, tax documents and more.
Simply
log
on to Investor
ServiceDirect®
at www.bnymellon.com/shareowner/isd
where
step-by-step instructions will prompt you through
enrollment.
|
Important notice regarding the
Internet availability of proxy materials for the Annual Meeting of
Stockholders. The Proxy Statement and the 2009 Annual Report on Form
10K are available at: http://www.proxyvoting.com/ivr
q FOLD AND DETACH
HERE q
PROXY
INVESCO
MORTGAGE CAPITAL INC.
Annual
Meeting of Stockholders – May 10, 2010
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF INVESCO MORTGAGE CAPITAL
INC.
The
undersigned hereby appoints Neil Williams, Richard J. King, John M. Anzalone,
Donald R. Ramon and Robert H. Rigsby, and each of them, with power to act
without the others and with power of substitution, as proxies and
attorneysinfact, and hereby authorizes them to represent and vote, as
provided on the other side, all the common stock of Invesco Mortgage Capital
Inc. which the undersigned is entitled to vote, and, in their discretion, to
vote upon such other business as may properly come before the Annual Meeting of
Stockholders, or at any adjournment or postponement thereof, of Invesco Mortgage
Capital Inc., to be held in the Appalachians Room, 18th Floor, at Invesco’s
headquarters located at Two Peachtree Pointe, 1555 Peachtree Street N.E.,
Atlanta, GA 30309, with all powers which the undersigned would possess if
present at the meeting.
(Continued
and to be marked, dated and signed, on the other side)
|
Address
Change/Comments
(Mark
the corresponding box on the reverse side)
|
BNY
MELLON SHAREOWNER SERVICES
P.O. BOX
3550
SOUTH
HACKENSACK, NJ 07606-9250
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