Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Annual General Meeting of Shareholders (the "Annual General Meeting") of the Company was held on May 13, 2021. At the Annual General Meeting, the shareholders of the Company approved the amendment and restatement of the Company's 2016 Global Equity Incentive Plan (the "2016 Plan") to increase the number of shares available for issuance under the 2016 Plan. Employees, officers, directors and consultants are eligible to participate in the 2016 Plan, including our principal executive officer, principal financial officer and our other named executive officers. Following shareholder approval of the amendment and restatement of the 2016 Plan, the 2016 Plan now has 16,000,000 shares of the Company's common stock available for issuance. A description of the material terms of the 2016 Plan was included in the Company's Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 26, 2021, (the "Proxy Statement") and is incorporated herein by reference. The description of the 2016 Plan is summary in nature and is qualified in its entirety by reference to the 2016 Plan, which is included hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual General Meeting of the Company was held on May 13, 2021. Proxies for the Annual General 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 of Directors' solicitations. At this meeting, the shareholders were requested to: (1) elect twelve members of the 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) approve of the amendment and restatement of the 2016 Plan to increase the number of shares available under the 2016 Plan and (4) appoint the independent registered public accounting firm for the fiscal year ending December 31, 2021, all of which were described in the Proxy Statement. The following actions were taken by the Company's shareholders with respect to each of the foregoing items:

1. Election of a Board of Directors. All the nominees for director were elected. With respect to each nominee, the total number of broker non-votes was 50,749,489. The table below sets forth the voting results for each director.



     Name of Nominee        Votes Cast "For"    Votes Cast "Against"    Abstentions

Sarah E. Beshear              314,269,437            25,210,558           403,119
Thomas M. Finke               335,716,625             3,702,873           463,616
Martin L. Flanagan            335,787,225             3,701,719           394,170
Edward P. Garden              335,579,702             3,824,546           478,866
William F. Glavin, Jr.        331,656,200             7,857,215           369,699
C. Robert Henrikson           321,679,361            17,774,343           429,410
Denis Kessler                 319,454,815            19,998,374           429,925
Nelson Peltz                  317,190,091            22,249,309           443,714
Sir Nigel Sheinwald           331,476,929             7,952,830           453,355
Paula C. Tolliver             338,272,380             1,199,186           411,548
G. Richard Wagoner, Jr.       330,704,932             8,760,165           418,017
Phoebe Wood                   324,380,707            15,080,483           421,924

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2. Advisory vote on executive compensation. Our shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers. The total number of broker non-votes was 50,749,489. The table below sets forth the voting results.



                Votes Cast "For"    Votes Cast "Against"    Abstentions
                  298,373,748            40,770,102           739,264

3. Approval of the amendment and restatement of the 2016 Plan to increase the number of shares available under the 2016 Plan. The proposal was approved by shareholders. The total number of broker non-votes was 50,749,489. The table below sets forth the voting results.



                Votes Cast "For"    Votes Cast "Against"    Abstentions
                  314,818,347            24,465,638           599,129

4. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The proposal was approved by the shareholders, and the voting results were as follows. There were no broker non-votes.




                Votes Cast "For"    Votes Cast "Against"    Abstentions
                  384,577,015             2,966,740          3,088,848


Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.    Description
10.1    Invesco Ltd. 2016 Global Equity Incentive Plan as Amended and Restated

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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