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

The Annual Meeting of Stockholders of Invesco Mortgage Capital Inc. (the "Company") was held on May 8, 2023. 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 stockholders were requested to: (1) elect a 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) select, on an advisory basis, the frequency of future advisory votes on the compensation of our names executive officers, and (4) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2023, all of which were described in the proxy statement. The following actions were taken by the Company's stockholders with respect to each of the foregoing items:

1. Election of a Board of Directors. All the nominees for director were re-elected with at least 95% of the votes cast. With respect to each nominee, the total number of broker non-votes was 8,865,458. The table below sets forth the voting results for each director.



   Name of Nominee       Votes Cast "For"    Votes Cast "Against"    Abstentions
     John S. Day            17,088,979              864,232            318,066
  Carolyn B. Handlon        17,517,031              618,669            135,577
 Katharine W. Kelley        17,623,733              511,672            135,872
      Don H. Liu            17,470,244              660,936            140,097
  Dennis P. Lockhart        17,485,986              641,378            143,913
 Gregory G. McGreevey       17,563,659              557,433            150,185
     Beth Zayicek           17,597,255              534,984            139,038

2. Advisory vote on executive compensation. Our stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers by the affirmative vote of 94% of the votes cast. The total number of broker non-votes was 8,865,458. The table below sets forth the voting results.



  Votes Cast "For"    Votes Cast "Against"    Abstentions
     16,948,638             1,149,189           173,450

3. Advisory vote on frequency of future advisory votes on executive compensation. Our stockholders selected, on an advisory, non-binding basis, their preference for the frequency of future advisory votes to approve compensation of our named executive officers as set forth in the table below. The total number of broker non-votes was 8,865,458.



   1 Year      2 Years     3 Years    Abstentions
 17,270,850    240,533     635,729      124,165

The Company has decided, consistent with the majority of the votes cast at the Annual Meeting of Stockholders, that future advisory votes to approve the compensation of our named executive officers be held annually.

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4. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The proposal was approved by the stockholders by 97% of the votes cast, and the voting results were as follows. There were no broker non-votes.

Votes Cast "For" Votes Cast "Against" Abstentions


     25,894,590              823,084            419,061

Item 9.01 Financial Statements and Exhibits.




   (d)   Exhibits.


Exhibit No.               Description
                104       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).


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