Invesco Ltd 8-K, filed Nov 5, 2020
Invesco Ltd. (IVZ)
About this 8-K
Invesco Ltd filed this 8-K on November 5, 2020, reporting on events of November 4, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers. |
(d) On November 4, 2020, Invesco Ltd. (the “Company”) increased the size of its Board of Directors (the “Board”) from nine to twelve directors and appointed each of Thomas M. Finke, Edward P. Garden, and Nelson Peltz as a Director. The appointments of Mr. Garden and Mr. Peltz are effective immediately, and the appointment of Mr. Finke will be effective as of December 1, 2020. The Company has agreed to include Mr. Garden and Mr. Peltz, and it intends to include Mr. Finke, on the slate of director nominees in the proxy statement for its Annual Meeting of Shareholders in May 2021.
Mr. Peltz is the Chief Executive Officer and a Founding Partner, and Mr. Garden is the Chief Investment Officer and a Founding Partner, of Trian Fund Management, L.P. (“Trian”), an investment management firm. Trian beneficially owns approximately 9.9% of the Company’s outstanding common stock.
The Board has determined that each of Mr. Finke, Mr. Garden and Mr. Peltz is an independent director under the New York Stock Exchange listing standards. The Board also determined that Mr. Finke meets the standards for independence and financial acumen for members of the Audit Committee under the New York Stock Exchange listing standards and that Mr. Finke and Mr. Garden satisfy the standards for independence for members of the Compensation Committee under the New York Stock Exchange listing standards.
The Board has appointed: (i) Mr. Finke as a member of each of the Audit, Compensation and Nomination and Corporate Governance committees effective concurrently with the commencement of his Board service; (ii) Mr. Garden to the Nomination & Corporate Governance Committee and the Compensation Committee; and (iii) Mr. Peltz to the Nomination & Corporate Governance Committee.
Mr. Finke, Mr. Garden and Mr. Peltz will each receive the same compensation from the Company as the other non-employee members of the Board of Directors. Each of Mr. Peltz and Mr. Garden has advised the Company that, pursuant to his arrangement with Trian, he intends to contribute to Trian or to investment funds, accounts or vehicles managed by Trian and/or its affiliates, or hold for their benefit, all director compensation paid to him.
In the ordinary course of their asset management businesses, subsidiaries of the Company may from time to time (i) invest client assets in companies for which Mr. Peltz and/or Mr. Garden is a director or in which Mr. Peltz, Mr. Garden, their affiliates or investment funds managed by Trian and/or its affiliates may be significant stockholders or (ii) invest client assets in investment funds or other investment vehicles managed by Trian and/or its affiliates.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on November 5, 2020 announcing the appointments of Mr. Finke, Mr. Garden and Mr. Peltz, which is furnished as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit |
Subject Matter | |
| 99.1 | Press release dated November 5, 2020 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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/ Kevin M. Carome | |
| Kevin M. Carome Senior Managing Director and General Counsel | ||
Date: November 5, 2020
Exhibit 99.1
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| Press Release | ||
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| Invesco Ltd. to expand its Board of Directors with three new members | ||
| Contact: Jeaneen Terrio Jeaneen.Terrio@invesco.com 212-278-9205 | ||
ATLANTA, November 5, 2020 – Invesco Ltd. (NYSE: IVZ) announced today that it is expanding its Board of Directors with three new members: Nelson Peltz and Ed Garden of Trian Fund Management, and Thomas M. Finke of Barings.
Nelson Peltz and Ed Garden of Trian Fund Management, L.P. (“Trian Partners”) have been appointed to Invesco’s Board, effective immediately. Mr. Peltz is Chief Executive Officer and a Founding Partner of Trian Partners, and Mr. Garden is Trian’s Chief Investment Officer and a Founding Partner. Trian Partners beneficially owns approximately 9.9% of Invesco’s outstanding common stock.
Thomas M. Finke, who currently serves as Chairman and Chief Executive Officer of Barings, a global investment manager with $354 billion in assets under management, will be appointed to Invesco’s Board on December 1, 2020. He is scheduled to retire from Barings on November 30, 2020. Barings is a wholly owned subsidiary of Massachusetts Mutual Life Insurance Company (MassMutual).
G. Richard Wagoner, Chair of the Invesco Ltd. Board of Directors, said, “We are pleased to have Trian as a significant shareholder. Nelson and Ed have an impressive track record as long-term investors, and their prior experience in asset management gives them a deep understanding of the significant growth opportunities of this industry. We also look forward to working with Tom Finke, whose deep financial services leadership experience with Barings will provide an invaluable perspective. Tom’s connection to MassMutual will further strengthen our relationship with our largest shareholder. MassMutual is a committed, long-term partner to our business. We welcome Nelson, Ed and Tom to the Board as we work with Invesco’s strong leadership team to execute a strategy that drives sustainable growth and further enhances long-term shareholder value.”
Marty Flanagan, President and CEO, commented, “My conviction about the opportunity within the asset management business remains as strong as ever. With the majority of our investment capabilities aligned to future growth areas, Invesco is very well positioned to build on the strong momentum in our business to achieve long-term success. We look forward to working closely with Nelson, Ed and Tom as Board members to continue delivering strong outcomes for clients and shareholders, further strengthen our business and achieve the tremendous potential of our global firm.”
Mr. Peltz and Mr. Garden commented, “As the company’s second largest shareholder, Trian believes strongly in the Invesco franchise, its people and future potential. We look forward to working with Marty and his leadership team and Rick and the Invesco Board to help Invesco create significant long-term value for all Invesco stakeholders. We believe deeply in Invesco’s ability to be a winner in the fast-changing asset management industry through growth, innovation and strong capital allocation.”
Mr. Finke commented, “I am honored to have been selected and am looking forward to working with Invesco’s Board of Directors and leadership team. I believe there is great opportunity to build on the momentum Invesco has created and am excited to help continue that success.”
About Nelson Peltz
Mr. Peltz is Chief Executive Officer and a Founding Partner of Trian Partners. He serves as the non-executive Chairman of The Wendy’s Company, and serves on the boards of The Procter & Gamble Company, Sysco Corporation and The Madison Square Garden Company. He previously served as a director of Legg Mason, H. J. Heinz Company, Mondelēz International, Inc., Ingersoll-Rand plc and MSG Networks Inc.
About Ed Garden
Mr. Garden has been Chief Investment Officer and a Founding Partner of Trian Partners since its November 2005 inception. He serves as a director of the General Electric Company and previously served as a director of Legg Mason, The Bank of New York Mellon, The Wendy’s Company, Family Dollar Stores, Inc. and Pentair plc.
About Thomas M. Finke
Mr. Finke, who currently serves as Chairman and Chief Executive Officer of Barings, will retire from Barings on November 30, 2020. As Chairman and CEO, he led the company’s strategy and positioning as a global diversified asset manager, highlighted by the successful integration of four firms in 2016 forming the new Barings. Over Mr. Finke’s 34-year financial career he has had global roles in banking and investment management. Before forming Barings, Mr. Finke was the CEO of Babson and served as EVP and CIO for MassMutual from 2008 to 2011. Earlier in his career, he worked at First Union, Bear Stearns, Mellon Bank and Westpac.
About Invesco Ltd.
Invesco is a global independent investment management firm dedicated to delivering an investment experience that helps people get more out of life. With offices in 25 countries, our distinctive investment teams deliver a comprehensive range of active, passive and alternative investment capabilities. For more information, visit www.invesco.com/corporate.
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