Invesco : 2022 Proxy Statement (PDF)

Proxy Statement

Notice of 2022 Annual General Meeting of Shareholders

Your vote is important:

Please vote by using the Internet, the telephone or by signing, dating and returning a proxy card

Invesco

A leading independent global investment management firm

Founded in	Proudly manages	Over	Serving clients in	On the ground in
1935	$1.6T	8,500	110+	20+
and headquartered	in assets for retail	employees to better	countries	countries to leverage
in Atlanta, Georgia	and institutional	serve all clients	local presence
investors1

Our single focus is to help clients achieve their investment objectives

• • We direct all of our intellectual capital, global strength and operational stability toward helping our clients

• • We have a broad and deep presence in key markets across the globe

• • We have a strong track record of financial stability and possess the resources to continue our long-term investment in the business

Our purpose

Delivering an investment experience that helps people get more out of life

Our multi-year strategic objectives

• • Achieve strong investment performance

• • Be instrumental to our clients' success

• • Harness the power of our global platform

• • Perpetuate a high-performance organization

Our beliefs put clients at the center of everything we do

• • Pure focus on investing

• • Passion to exceed

• • Diversity of thought and a collaborative culture

• • A comprehensive range of capabilities enables us to meet the unique needs of clients

• • A high-conviction approach is more impactful

• • Patience leads to better results over time

Our beliefs enable us to

• • Inspire the consistent behaviors and discipline that help generate strong, long-term investment performance for our clients

• • Maintain an engaging work environment that helps us attract, develop, motivate and retain the best talent in the industry

1. December 31, 2021.

A letter to our shareholders from the Chairperson of Our Board

Dear Fellow Shareholder,

G. Richard Wagoner, Jr. has served as Chair of our Board since 2019 and as a non-executive director of our company since 2013

The Invesco Ltd. Board of Directors continues to appreciate the trust that you place in us as stewards of your investment in the company and takes our responsibilities in that regard very seriously.

Let me start by saying that the Board worked closely with management as CEO Marty Flanagan and his team continued to implement their long-term strategy to compete and win in the rapidly evolving asset management industry. We were pleased to see that strategy help the company deliver record operating results in 2021 across a broad range of operating and financial metrics, and make significant progress in strengthening our balance sheet, cash position and financial flexibility, as well as improved stock price performance.

In addition to reporting record net long-term inflows, the company also generated record gross inflows of $427 billion, a 37% increase over the prior year.1 Net long-term inflows of more than $81.4 billion represented a 7% organic growth rate for the year, one of the highest growth rates in the industry. Additionally, strong cash flows in our business improved the firm's cash position to a level where we are resuming share repurchases, reflecting our continued confidence in the long-term prospects of the business.

We were equally pleased with how the firm continued to handle the challenges presented by COVID-19 and its variants, with a dedicated focus on ensuring the health and safety of our employees, while continuing to innovate in engaging with our clients. We are especially appreciative of all Invesco employees' continuing commitment to our clients and overall business throughout the prolonged pandemic.

We also were pleased to see the firm's progress in achieving its ambitious goals in the important areas of diversity, equity and inclusion. For example, the progress made in increasing the gender diversity of our senior managers - up from 27% in 2018 to 35% currently - reflects the organization's strong commitment, thoughtful planning and significant effort. Of course, there's much more to be done in this important area, and the Board will continue to work with management to build on this progress.

The Board has also strongly supported Invesco's commitment to ESG and was pleased to see further progress last year. Currently, approximately 75% of the AUM managed by Invesco's investment teams have attained the ESG integration level as minimal but systematic integration, placing the firm well down the path of achieving its goal of ensuring all of Invesco's teams have fully embedded ESG considerations into their investment processes by the end of 2023. The firm launched dozens of new ESG products in 2021 across North America and Europe, contributing to a growing range of investment products that enable clients to express their values while saving for the future. The Board is pleased with this progress, but of course much remains to be done to achieve our ESG aspirations.

In 2021 we had several important changes in Board composition. We continue to focus on recommending to shareholders a slate of directors that can support management in all key areas and functions, and represents a good balance of expertise, experience, diversity and continuity, while adding fresh perspectives as appropriate.

We welcomed Paula Tolliver to the Board following her election at the May 2021 Annual General Meeting. As a former Chief Information Officer and Chief Digital Officer for Intel Corporation, Paula has a depth of experience in global business and technology - two especially important areas for Invesco. We will leverage Paula's extensive expertise as we work to further expand the digital possibilities for client engagement and more effectively use data to improve every aspect of our business. In the fall, we were pleased to add Chris Womack, Chair, President and CEO of Georgia Power Company, to the Board. Chris brings a wealth of experience in public policy, leadership and innovation to Invesco, all of which will prove invaluable to the firm.

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Earlier this year, we announced that Nelson Peltz and Ed Garden of Trian were stepping down from the Invesco Ltd. Board in light of their appointment to the Board of Janus Henderson Group. While Nelson's and Ed's tenure on our Board was fairly brief, they each made significant contributions to the company and Board and were sincerely appreciated as Board colleagues. We are pleased that Trian remains a significant shareholder in Invesco, and wish Nelson and Ed the best.

Annual General Meeting. You are cordially invited to attend the 2022 Annual General Meeting of Shareholders of Invesco Ltd., which will be held on May 12, 2022 at 1:00 p.m. Eastern Time at 1555 Peachtree Street NE, Atlanta, Georgia 30309.

Your vote is important, and we encourage you to vote promptly. Regardless of whether you can attend the Annual General Meeting, please follow the instructions contained in the Notice of Internet Availability of Proxy Materials on how to vote via the Internet or the toll-free telephone number, or request a paper proxy card to complete, sign and return by mail so that your shares may be voted.

In closing, your Board will continue to closely engage with Invesco's management team. We have a very constructive view on the outlook for Invesco to succeed in the global asset management industry, and a high degree of confidence in the firm's leadership team. On behalf of the Invesco Board of Directors, I thank you for your continued support.

Yours sincerely,

G. Richard Wagoner, Jr. Chairperson

1. All data Invesco data as of December 31, 2021.

iiiInvesco Ltd.

A letter to our shareholders from our President and CEO

Martin Flanagan has been President and Chief Executive Officer of our company and a director since 2005

Dear Fellow Shareholder,

2021 was an extraordinary year on several levels. None of us predicted that we would endure another full year of the global pandemic. We also saw supply disruptions globally, continued social unrest and increased intensity in climate-related disasters. Within the asset management industry, investors experienced volatility related to a recovery from the challenging markets of 2020, the further rise of blockchain-related technologies and a continued trend toward passive, alternative and ESG-related products.

In challenging times, I've always found that the best course is to focus on what you can control. At Invesco, we placed a priority on taking care of the health and well-being of our employees. This enabled us to stay sharply focused on meeting the needs of our clients across the globe, seeking new ways to engage with them and helping them achieve their investment objectives. Building on more than a decade of efforts to shape our firm ahead of key client demand trends, Invesco was very well positioned to deliver robust investment performance and a high level of value to clients.

As a result of these efforts, I'm pleased to report that Invesco achieved record operating results in 2021. Growth throughout the year was driven by continued demand for our key capability areas, including ETFs, active fixed income, China, solutions, private markets and active global equities. Net long-term inflows of $81.4 billion represented a 7% organic growth rate for the year - our strongest organic growth in decades and one of the highest growth rates in our industry.

Investment performance strengthened as well, which helped Invesco end 2021 with $1.6 trillion in assets under management, up 19.3% for the year. Additionally, net revenues, adjusted operating income and adjusted operating margin all improved meaningfully year over year.1 Invesco has now achieved six consecutive quarters of strong growth - a direct outcome of the investments we've made over time to enhance and evolve our business to better meet the needs of clients.

We also continued to enhance our balance sheet while maintaining a disciplined approach to our business. The growth in our business drove positive operating leverage, leading to a 450 basis point increase in our adjusted operating margin1 to 41.5%. We also exceeded our target of achieving $150 million in annualized net savings after investments by the end of

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