Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934


Filed by the Registrant     ☑    Filed by a Party other than the Registrant    ☐
Check the appropriate box:   
☐ Preliminary proxy statement   
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement   
☑ Definitive Additional Materials   
☐ Soliciting Material Pursuant to § 240.14a-12

Invesco Mortgage Capital Inc.


(Name of Registrant as Specified in Its Charter)



(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.



Title of each class of securities to which transaction applies:






Aggregate number of securities to which transaction applies:





Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the filing fee is calculated and state how it was determined):





Proposed maximum aggregate value of transaction:





Total fee paid:




Fee paid previously with preliminary materials.


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:





Form, Schedule or Registration Statement No.:





Filing Party:





Date Filed:








Go to or scan the QR code – login details are located in the shaded bar below.


LOGO        Votes submitted electronically must be received by 11:59 pm, (Eastern Time), on May 2, 2019




Important Notice Regarding the Availability of Proxy Materials for the

Invesco Mortgage Capital Inc. Stockholder Meeting to be Held on May 3, 2019

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:





  Easy Online Access – View your proxy materials and vote.


Step 1:

  Go to
  Step 2:   Click on Cast Your Vote or Request Materials.
  Step 3:   Follow the instructions on the screen to log in.
  Step 4:   Make your selections as instructed on each screen for your delivery preferences.
  Step 5:   Vote your shares.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.



LOGO           Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before April 24, 2019 to facilitate timely delivery.




2 N O T




  Stockholder Meeting Notice

Invesco Mortgage Capital Inc.’s Annual Meeting of Stockholders will be held on Friday, May 3, 2019 at 1555 Peachtree Street N.E., Atlanta, Georgia 30309 at 1:00 p.m. Eastern Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2-4:


Election of Directors:

01 - John S. Day

02 - Carolyn B. Handlon

03 - Edward J. Hardin

04 - James R. Lientz, Jr.

05 - Dennis P. Lockhart

06 - Gregory G. McGreevey

07 - Colin D. Meadows



Advisory vote to approve Company’s 2018 executive compensation


Approval of the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan as Amended and Restated


Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.








  Here’s how to order a copy of the proxy materials and select delivery preferences:


Current and future delivery requests can be submitted using the options below.



If you request an email copy, you will receive an email with a link to the current meeting materials.


  PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.





Internet - Go to Click Cast Your Vote or Request Materials.





Phone - Call us free of charge at 1-866-641-4276.





Email - Send an email to with “Proxy Materials Invesco Mortgage Capital Inc.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.



To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by April 24, 2019.