Invesco Mortgage Capital Inc. (IVR) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Invesco Mortgage Capital Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Jack Hardin, Chair of the Board of Directors of Invesco Mortgage Capital Inc. Mr. Hardin, the floor is yours.

Thank you. And as noted, my name is Jack Hardin, and I am the Chair of the Board of Directors of Invesco Mortgage Capital Inc. Welcome on behalf of the company, and thank you for attending our 2021 Annual Meeting of Stockholders. As you are aware, the company is conducting this meeting virtually due to the ongoing COVID-19 pandemic. We offer 4 proposals for our stockholders' consideration. After a brief discussion of the proposals, stockholders will be given an opportunity to answer questions specifically related to the proposals before we proceed with final online voting. Online voting will be available until the end of the meeting. A copy of the rules of procedure for this meeting were made available to you when you signed into the meeting and may be found on the website hosting the meeting. I plan to conduct the meeting in accordance with the rules of procedure and our bylaws and ask that each of you abide by these provisions as well. Our Chief Executive Officer, John Anzalone, will be available for our question-and-answer session after the conclusion of the annual meeting. The question-and-answer session will be limited to 15 minutes. In addition to myself, other Board members of the company are attending the meeting. They are: John Day; Carolyn Handlon; Jim Lientz; Dennis Lockhart; Greg McGreevey; and Beth Zayicek. Members of the company's management team are also in attendance. We will now proceed to the proposals under consideration. We have already made available to each stockholder a copy of the proxy statement for the 2021 annual meeting, the 2020 annual report on Form 10-K, which includes the audited financial statements of the company for the fiscal year ended December 31, 2020. Copies of these documents are also available online in the meeting center. Resolutions were adopted by the Board of Directors of the company, providing for the meeting to be held at this time and directing that notice be given as provided in our bylaws. The Board also fixed March 4, 2021, as the record date for determining persons entitled to notice of and to vote at this meeting. Based on the report of the inspector of elections, proper notice has been given and a quorum is present as represented by proxies received by the company and by those attending this virtual annual meeting. Accordingly, this meeting has been properly convened. After I have highlighted each of the matters to be acted upon at this meeting, we will address questions directly related to the proposals. The business of the meeting is limited to the 4 matters set forth in the notice of meeting. The first proposal we will consider is the election of 7 directors. The Board has nominated John Day; Carolyn Handlon; Edward Hardin; James Lientz, Jr.; Dennis Lockhart; Gregory G. McGreevey; and Beth Zayicek to each serve a 1 year term as a director, which terms would expire at the Annual Meeting of Stockholders to be held in 2022 or when each director's successor is elected and qualified. Information concerning each director nominee is contained in the proxy statement. No nominations may be made at this meeting. Therefore, I declare the nominations to be closed. The second proposal we will consider is an advisory nonbinding vote to approve the compensation of our named executive officers for 2020 as disclosed in the proxy statement. The third proposal we will consider is the amendment and restatement of the Invesco Mortgage Capital 2009 Equity Incentive Plan. And the fourth item of business is the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2021. We will now consider any questions directly related to the 4 proposals. [Operator Instructions] Mr. Bateman, are there any questions for us to address regarding the proposals?

There are no questions on the proposals to address at this time.

Thank you. There being no questions, we will proceed to voting on the proposals. Please note that if you have already voted, there is no need for you to recast your vote. Any stockholders online voting -- any stockholders who are online wanting to vote and who duly signed into this virtual meeting may do so now by clicking the Vote link on the website. We will pause for a moment to allow online voting. [Voting]

Thank you. Based upon the preliminary report of Mr. [ Caulvin ] of Computershare, the duly appointed inspector of elections for this annual meeting, all 4 proposals have received the required affirmative vote and have passed. A final report of the voting results will be filed on a current report on Form 8-K with the SEC to be filed within the next few days. This filing will also be available on the company's website. There being no further business to come before this meeting, I hereby declare the 2021 Annual Meeting of Stockholders of Invesco Mortgage Capital Inc. to be closed. Having concluded the meeting, I would now like to turn to our CEO, John Anzalone, for a brief Q&A session. [Operator Instructions] Mr. Bateman, are there any online questions for Mr. Anzalone?

There are no questions to address at this time.

Thank you. On behalf of the Board of Directors and management team of Invesco Mortgage Capital, again, we want to express our sincere appreciation to the stockholders who attended this meeting as well as those who submitted their proxies, but were not able to attend. Thank you.

This concludes this meeting. You may now disconnect.