UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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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 15, 2015 (May 14, 2015)

Invesco Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda	001-13908	98-0557567
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1555 Peachtree Street, NE, Atlanta, Georgia	30309
(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07  Submission of Matters to a Vote of Security Holders.

The Annual General Meeting of Shareholders of Invesco Ltd. (the “Company”) was held on May 14, 2015. 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 four members of the Board of Directors, (2) approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as disclosed in the Company's 2015 proxy statement, and (3) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2015, all of which were described in the Company's 2015 proxy statement. The following actions were taken by the Company’s shareholders with respect to each of the foregoing items:

1.  Election of Directors. The four (4) nominees for director were elected by a majority of the votes cast. With respect to each nominee, the total number of broker non-votes was 25,753,185.  The table below sets forth the voting results for each director.

Name of Nominee	Votes Cast “For”	Votes Cast “Against”	Abstentions
Martin L. Flanagan	338,651,066	972,685	762,956
C. Robert Henrikson	333,759,546	5,874,483	752,678
Ben F. Johnson III	334,100,435	5,533,572	752,700
Sir Nigel Sheinwald	338,523,329	1,107,261	756,117

2.  Advisory Vote on Executive Compensation.  The Company's shareholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers by the affirmative vote of 83.31% of the votes cast. The table below sets forth the voting results, and the total number of broker non-votes was 25,753,185.

Votes Cast “For”	Votes Cast “Against”	Abstentions
282,820,798	56,671,983	893,926

3.  Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2015. The proposal was approved by the shareholders by 99.33% of the votes cast. The table below sets forth the voting results, and there were no broker non-votes.

Votes Cast “For”	Votes Cast “Against”	Abstentions
362,952,571	2,434,448	752,873

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
May 15, 2015		Managing Director - Corporate Legal