Invesco (IVZ) investors approve directors, say-on-pay and key bye-law change
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Invesco Ltd. held its Annual General Meeting, where shareholders approved all proposals put forward by the board. Eleven directors were elected, each receiving more than 335 million votes cast for, with 41,396,921 broker non-votes recorded for each nominee.
Shareholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers, with 339,412,197 votes for, 4,992,802 against, and 10,051,074 abstentions. They also approved the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
In addition, shareholders approved amending the Company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause, with 344,481,777 votes for, 270,164 against, and 9,704,132 abstentions.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Broker non-votes on director elections: 41,396,921 votes
Say-on-pay for votes: 339,412,197 votes
Say-on-pay against votes: 4,992,802 votes
+3 more
6 metrics
Broker non-votes on director elections
41,396,921 votes
Director election items at 2026 Annual General Meeting
Say-on-pay for votes
339,412,197 votes
Advisory vote on executive compensation
Say-on-pay against votes
4,992,802 votes
Advisory vote on executive compensation
Auditor appointment for votes
381,290,472 votes
Approval of PricewaterhouseCoopers LLP for FY ending Dec 31, 2026
Bye-law amendment for votes
344,481,777 votes
Amendment to allow director removal with or without cause
Bye-law amendment against votes
270,164 votes
Amendment to allow director removal with or without cause
Key Terms
broker non-votes, advisory, non-binding basis, independent registered public accounting firm, Fourth Amended and Restated Bye-Laws, +1 more
5 terms
broker non-votes financial
"With respect to each nominee, the total number of broker non-votes was 41,396,921."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, non-binding basis regulatory
"approve, on an advisory, non-binding basis, the compensation paid to the named executive officers"
independent registered public accounting firm regulatory
"appoint the independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Fourth Amended and Restated Bye-Laws regulatory
"amend the Company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director"
remove a director with or without cause regulatory
"allow shareholders to remove a director with or without cause"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
(404 ) 892-0896
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Annual General Meeting of the Shareholders of Invesco Ltd. (the “Annual General Meeting”) was held on May 21, 2026. Proxies for the Annual General Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Invesco Ltd. Board of Directors’ solicitation. At this meeting, the shareholders were requested to: (1) elect eleven members of the Invesco Ltd. Board of Directors, (2) approve, on an advisory, non-binding basis, the compensation paid to the named executive officers of Invesco Ltd. (the “Company”) as disclosed in the Company’s proxy statement, (3) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2026, and (4) amend the Company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause, all of which were described in the Company’s proxy statement.
The following actions were taken by the Company’s shareholders with respect to each of the foregoing items:
1. Election of Board of Directors. All the nominees for director were elected. With respect to each nominee, the total number of broker non-votes was 41,396,921. The table below sets forth the voting results for each director.
| Name of Nominee | Votes Cast “For” | Votes Cast “Against” | Abstentions | ||||||||
| Sarah E. Beshar | 340,977,490 | 3,541,947 | 9,936,636 | ||||||||
| Thomas M. Finke | 342,265,305 | 2,518,776 | 9,671,992 | ||||||||
| Thomas P. Gibbons | 342,148,812 | 2,635,558 | 9,671,703 | ||||||||
| William F. Glavin, Jr. | 339,958,523 | 4,827,554 | 9,669,996 | ||||||||
| Elizabeth S. Johnson | 342,311,915 | 2,476,452 | 9,667,706 | ||||||||
| Andrew R. Schlossberg | 341,890,949 | 2,853,880 | 9,711,244 | ||||||||
| Sir Nigel Sheinwald | 339,702,862 | 5,065,967 | 9,687,244 | ||||||||
| Paula C. Tolliver | 342,151,144 | 2,629,180 | 9,675,749 | ||||||||
| G. Richard Wagoner, Jr. | 335,923,853 | 8,590,902 | 9,941,318 | ||||||||
| Christopher C. Womack | 341,990,899 | 2,789,890 | 9,675,284 | ||||||||
| Phoebe A. Wood | 336,353,664 | 8,425,766 | 9,676,643 | ||||||||
2. Advisory vote on executive compensation. The Company’s shareholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers. The total number of broker non-votes was 41,396,921. The table below sets forth the voting results.
| Votes Cast “For” | Votes Cast “Against” | Abstentions | ||||||
| 339,412,197 | 4,992,802 | 10,051,074 | ||||||
3. Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal was approved by shareholders. There were no broker non-votes. The table below sets forth the voting results.
| Votes Cast “For” | Votes Cast “Against” | Abstentions | ||||||
| 381,290,472 | 4,813,550 | 9,748,972 | ||||||
4. Approval of the amendment of the Company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause. The proposal was approved by shareholders. The total number of broker non-votes was 41,396,921. The table below sets forth the voting results.
| Votes Cast “For” | Votes Cast “Against” | Abstentions | ||||||
| 344,481,777 | 270,164 | 9,704,132 | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Invesco Ltd. | |||||
| By: | /s/ Jeffrey H. Kupor | ||||
| Jeffrey H. Kupor | |||||
| Company Secretary | |||||
Date: May 22, 2026
FAQ
Were all Invesco (IVZ) director nominees elected at the 2026 AGM?
Yes, all eleven Invesco director nominees were elected. Each received more than 335 million votes cast for, alongside 41,396,921 broker non-votes recorded for every nominee on the director election proposals.
Who is Invesco’s (IVZ) auditor for the year ending December 31, 2026?
Shareholders approved PricewaterhouseCoopers LLP as Invesco’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 381,290,472 votes for, 4,813,550 against, and 9,748,972 abstentions.
How many broker non-votes were recorded on key Invesco (IVZ) proposals?
There were 41,396,921 broker non-votes on the director elections, the advisory vote on executive compensation, and the bye-law amendment to allow shareholders to remove a director with or without cause.