Invesco Mortgage Capital Inc 8-K, filed Jan 13, 2022
Invesco Mortgage Capital Inc. (IVR)
8-K
2022-01-13
For: 2022-01-10
View Original
Added on
April 12, 2026
About this 8-K
Invesco Mortgage Capital Inc filed this 8-K on January 13, 2022, reporting on events of January 10, 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): January 10, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (404 ) 892-0896
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)) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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. | ||||
(d) On January 10, 2022, Invesco Mortgage Capital Inc. (the “Company”) increased the size of its Board of Directors (the “Board”) from seven to eight directors and appointed Mr. Don H. Liu as a director effective as of February 16, 2022. The Board has appointed Mr. Liu as a member of each of the Audit, Compensation and Nomination and Corporate Governance committees effective concurrently with the commencement of his Board service.
Mr. Liu is the Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary of Target Corporation. Prior to joining Target in 2016, Mr. Liu served in diverse leadership roles working across multiple business sectors and functional areas at Xerox as Executive Vice President, General Counsel and Corporate Secretary; Toll Brothers as Senior Vice President, General Counsel and Chief Compliance Officer; IKON Office Solutions as Corporate Compliance Officer and Chair of IKON Diversity Council; and Aetna U.S. Healthcare as Deputy Chief Legal Officer. Prior to becoming in-house counsel, he served as an associate at two New York City law firms specializing in securities and mergers and acquisitions. Mr. Liu received his B.A. degree from Haverford College and earned his J.D. from Columbia University School of Law.
The Board has determined that Mr. Liu is (i) an independent director under the New York Stock Exchange listing standards; (ii) meets the standards for independence and financial acumen for members of the Audit Committee under the New York Stock Exchange listing standards and (iii) satisfies the standards for independence for members of the Compensation Committee under the New York Stock Exchange listing standards.
Mr. Liu will receive the same compensation from the Company as the other non-employee members of the Board of Directors.
Item 7.01 | Regulation FD Disclosure. | ||||
The Company issued a press release on January 13, 2022 announcing the appointment of Mr. Liu, 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. | Description | |||||||
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 Mortgage Capital Inc.
By: /s/ Rebecca S. Smith
Rebecca S. Smith
Secretary
Date: January 13, 2022
Don Liu to join Invesco Mortgage Capital Inc. Board of Directors
Investor Relations Contact: Jack Bateman, 404-439-3323
Atlanta - January 13, 2022 -- Invesco Mortgage Capital Inc. (the “Company”) (NYSE: IVR) announced today that Don Liu will join its Board of Directors in mid-February. Mr. Liu serves as Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary of Target Corporation. Mr. Liu will also join the Audit, Compensation, Nomination and Corporate Governance committees of the Invesco Mortgage Capital Inc. Board of Directors (the “Board”).
“We are extremely pleased to have Don join our Board,” said Jack Hardin, Chair of the Invesco Mortgage Capital Inc. Board of Directors. “His extensive public company and legal experience, focused on mergers and acquisitions, business development and risk management, including the development of diversity and inclusion and ESG strategies and governance protocols, will greatly benefit the Board and assist the Board’s ongoing efforts to promote principles of diversity.”
Prior to joining Target in 2016, Mr. Liu served in diverse leadership roles working across multiple business sectors and functional areas at Xerox as Executive Vice President, General Counsel and Corporate Secretary; Toll Brothers as Senior Vice President, General Counsel and Chief Compliance Officer; IKON Office Solutions as Corporate Compliance Officer and Chair of IKON Diversity Council; and Aetna U.S. Healthcare as Deputy Chief Legal Officer. Prior to becoming in-house counsel, he served as an associate at two New York City law firms specializing in securities and mergers and acquisitions. Mr. Liu received his B.A. from Haverford College and earned his J.D. from Columbia University School of Law.
About Invesco Mortgage Capital Inc.
Invesco Mortgage Capital Inc. is a real estate investment trust that primarily focuses on investing in, financing and managing mortgage-backed securities and other mortgage-related assets. Invesco Mortgage Capital Inc. is externally managed and advised by Invesco Advisers, Inc., a subsidiary of Invesco Ltd. (NYSE: IVZ), a leading independent global investment management firm. Additional information is available at www.invescomortgagecapital.com.