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 26, 2011
Invesco Ltd.
(Exact name of registrant as specified in its charter)
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Bermuda
(State or other jurisdiction
of incorporation)
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001-13908
(Commission File Number)
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98-0557567
(IRS Employer
Identification No.) |
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1555 Peachtree Street, NE, Atlanta, Georgia
(Address of principal executive offices)
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30309
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
The Annual General Meeting of Shareholders of Invesco Ltd. (the “Company”) was held on May 26,
2011. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange
Act of 1934, and there was no solicitation in opposition to the Board’s solicitations. At this
meeting, the shareholders were requested to: (1) elect three members of the Board of Directors, (2)
approve, on an advisory (non-binding) basis, the compensation of our named executive officers as
disclosed in the proxy statement, (3) express, on an advisory (non-binding) basis, a preference
regarding the frequency of future advisory votes on executive compensation, (4) approve the Invesco
Ltd. 2011 Global Equity Incentive Plan, and (5) appoint the independent registered public
accounting firm for the fiscal year ending December 31, 2011, all of which were described in the
proxy statement. The following actions were taken by the Company’s shareholders with respect to
each of the foregoing items:
1.Election of Directors. All three (3) nominees for director were re-elected by a majority of
the votes cast. With respect to each nominee, the total number of broker non-votes was 20,140,580.
The table below sets forth the voting results for each director.
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| Name of Nominee |
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Votes Cast “For” |
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Votes Cast “Against” |
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Abstentions |
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Rex D. Adams |
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356,377,348 |
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14,517,837 |
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62,485 |
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Sir John Banham |
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348,814,645 |
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22,078,024 |
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65,001 |
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Denis Kessler |
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206,969,862 |
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163,924,403 |
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63,405 |
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2. Advisory vote on executive compensation. Our shareholders approved, on an advisory,
non-binding basis, the compensation of our named executive officers by the affirmative vote of
55.70% of the votes cast. The table below sets forth the voting results, and the total number of
broker non-votes was 20,140,580.
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| Votes Cast “For” |
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Votes Cast “Against” |
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Abstentions |
206,307,975
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164,068,416
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581,279 |
3. Advisory vote on frequency of future advisory votes on executive compensation. In an
advisory (non-binding) vote regarding their preference for the frequency of future advisory votes
to approve the compensation of our named executive officers, the voting results were as set forth
in the table below. The total number of broker non-votes was 20,140,580.
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| 1 Year |
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2 Years |
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3 Years |
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Abstentions |
| 342,496,034
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293,473
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27,684,170
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483,993 |
4. Approval of the Invesco Ltd. 2011 Global Equity Incentive Plan. The proposal was approved
by the shareholders by 76.08% of the votes cast, and the voting results were as follows. The total
number of broker non-votes was 20,140,580.
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| Votes Cast “For” |
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Votes Cast “Against” |
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Abstentions |
| 281,804,161
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88,600,644
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552,865 |
5. Appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2011. The proposal was approved by the shareholders by
97.37% of the votes cast, and the voting results were as follows. There were no broker non-votes.
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| Votes Cast “For” |
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Votes Cast “Against” |
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Abstentions |
| 380,773,410
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10,275,470
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49,370 |