Invesco Ltd 8-K, filed Feb 1, 2022
Invesco Ltd. (IVZ)
8-K
2022-02-01
For: 2022-02-01
View Original
Added on
April 08, 2026
About this 8-K
Invesco Ltd filed this 8-K on February 1, 2022.
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 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): February 1, 2022
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File No.) | (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, former address and former fiscal year, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
(b) On February 1, 2022, Invesco Ltd. (the “Company”) announced that Nelson Peltz, Chief Executive Officer and Founding Partner for Trian Fund Management, and Ed Garden, Chief Investment Officer and Founding Partner for Trian, have informed the Company that they will resign from the Board of Directors effective immediately. Mr. Peltz and Mr. Garden were appointed to the Invesco Ltd. Board in November 2020 and have indicated that their decision to resign was driven by their appointment to the Board of Directors of Janus Henderson Group plc. and have indicated that Trian Partners remains confident in Invesco's leadership, business momentum and long-term strategy.
| Item 7.01 | Regulation FD Disclosure. | ||||
The Company issued a press release on February 1, 2022 announcing the resignations of 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 No. | Subject Matter | ||||||||||
| 99.1 | |||||||||||
| 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/ Robert H. Rigsby | ||||
| Robert H. Rigsby | |||||
| Head of Legal - Corporate and Alternatives and Assistant Secretary | |||||
Date: February 1, 2022
ATLANTA, February 1, 2022 – Invesco Ltd. (NYSE: IVZ) announced today that Nelson Peltz, Chief Executive Officer and Founding Partner for Trian Fund Management, and Ed Garden, Chief Investment Officer and Founding Partner for Trian, have informed the firm that they are stepping down from the Board of Directors, effective immediately, in light of their appointment to the Board of Directors of Janus Henderson Group plc. Mr. Peltz and Mr. Garden were appointed to the Invesco Ltd. Board in November 2020 and have indicated that Trian Partners remains confident in Invesco’s leadership, business momentum and long-term strategy. Trian Partners is the company’s second- largest shareholder. 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 have a deep appreciation for the significant growth opportunities within the asset management industry. The Board and I appreciate Nelson and Ed’s strong partnership over the past 14 months as we executed our strategy to drive sustainable growth and further enhance long-term shareholder value. We wish them all the best in their future endeavors.” Marty Flanagan, Invesco President and CEO, commented, “We continue to be highly convicted about the opportunities in the asset management industry. Nelson and Ed have been great partners to the business as we worked to further strengthen our ability to deliver strong outcomes for clients, employees and shareholders while positioning the firm for long-term success. We look forward to a continued dialogue with Trian as an ongoing Invesco shareholder.” Mr. Peltz and Mr. Garden commented, “As a major shareholder, Trian believes strongly in the Invesco franchise, its people and future potential. Under Marty’s leadership and the stewardship of the Invesco Ltd. Board, Trian believes Invesco is very well positioned to help clients achieve their investment outcomes while delivering significant long-term value for shareholders. We remain confident in Invesco’s ability to be a winner in the highly dynamic asset management industry through growth, innovation and strong capital allocation.” About Invesco Ltd. Invesco Ltd. is a global independent investment management firm dedicated to delivering an investment experience that helps people get more out of life. Our distinctive investment teams deliver Press Release Contact: Jeaneen Terrio jeaneen.terrior@invesco.com 212-278-9205 Invesco Ltd. announces changes to its Board of Directors Nelson Peltz and Ed Garden step down from the Board Trian expresses confidence in Invesco’s leadership, business momentum and long-term strategy
a comprehensive range of active, passive and alternative investment capabilities. With offices in more than 20 countries, Invesco managed US$1.6 trillion in assets on behalf of clients worldwide as of December 31, 2021. For more information, visit www.invesco.com. ###