Last year, Invesco Mortgage Capital’s shareholders indicated a preference for an annual say-on-pay vote. Nonetheless, the board adopted a triennial frequency policy. Subsequently Invesco filed an 8-K, after this year’s proxy statement was mailed, indicating that Invesco would implement an annual frequency vote in the future.
My guess as to what happened: ISS recommended withheld votes against the directors pursuant to this policy: The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received the majority of votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency.
Invesco probably decided they did not like the heat and changed their policy.
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