UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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 February 17, 2023, Invesco Mortgage Capital Inc. (the “Company”) increased the size of its Board of Directors (the “Board”) from eight to nine directors and appointed Ms. Katharine W. Kelley as a director, effective as of March 1, 2023. The Board has appointed Ms. Kelley as a member of each of the Audit, Compensation, and Nomination and Corporate Governance committees effective concurrently with the commencement of her Board service.
Ms. Kelley is President and Owner of Green Street Properties, an Atlanta-based real estate development and consulting firm focused on creating urban infill, mixed-use properties. From 2016-2018, Ms. Kelley served as Executive Vice President-Development for Newport, an international private equity and real estate development firm. Prior to that, she served as Managing Director at Jamestown, an international real estate private equity firm, and Senior Vice President-Development at Post Apartment Development, a multifamily and mixed-use real estate development firm. Ms. Kelley received a Bachelor of Arts degree from the University of North Carolina at Chapel Hill, a Master of Science degree in Real Estate Development from Columbia University, and a Master of Business Administration from Harvard University.
Ms. Kelley will receive the same compensation from the Company as the other non-employee members of the Board.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a press release on February 22, 2023 announcing the appointment of Ms. Kelley and providing notice of its 2023 annual meeting of stockholders, 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)
| 99.1 | Press Release, dated February 22, 2023, issued by Invesco Mortgage Capital Inc. | |
| 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/ Tina Carew | |
| Name: | Tina Carew | |
| Title: | Vice President, General Counsel and Secretary | |
Dated: February 22, 2023
