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).
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