Document



 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
May 2, 2019
Date of Report (Date of earliest event reported)
___________________
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
___________________
Delaware
001-13300
54-1719854
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1680 Capital One Drive,
McLean, Virginia
22102
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (703) 720-1000
(Not applicable)
(Former name or former address, if changed since last report)
 ___________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):  
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)  
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)
COF
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B
COF PRP
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C
COF PRC
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series D
COF PRD
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F
COF PRF
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G
COF PRG
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H
COF PRH

New York Stock Exchange
 
 
 
 
 
 
 
 
 
 





Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2019 Annual Stockholder Meeting (the “Annual Meeting”) of Capital One Financial Corporation (the “Company”) held on May 2, 2019, the Company’s stockholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Company’s Fifth Amended and Restated 2004 Stock Incentive Plan (the “Amended Plan”).
The Amended Plan addresses changes to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) resulting from the passage of the Tax Cuts and Jobs Act of 2017. Specifically, the Amended Plan revises the Fourth Amended and Restated 2004 Stock Incentive Plan to delete certain defined terms that are no longer applicable, eliminate the distinction between performance criteria that were applicable to awards designed to comply with the “performance-based compensation” exemption under Section 162(m) and other performance criteria, and extends the Compensation Committee’s discretion in determining and modifying the allocation of the annual incentive pool to all individual participants.
For a description of the terms and conditions of the Amended Plan, see “Summary of Material Provisions of the Fifth Amended and Restated 2004 Stock Incentive Plan” under proposal 4 “Approval and Adoption of the Capital One Financial Corporation Fifth Amended and Restated 2004 Stock Incentive Plan” on pages 108-115 of the Company’s Proxy Statement for the Annual Meeting (the “Proxy Statement”), which description is incorporated herein by reference. The descriptions of the Amended Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the Amended Plan, a copy of which is filed hereto as Exhibit 10.1.  
Item 5.07    Submission of Matters to a Vote of Security Holders.
(a)
The Annual Meeting was held on May 2, 2019. On March 5, 2019, the record date for the Annual Meeting, 469,344,331 shares of the Company’s common stock were issued and outstanding, of which 424,372,466 were present for purposes of establishing a quorum.
(b)
Stockholders voted on the following matters:
(1)
Stockholders elected Mr. Richard D. Fairbank, Ms. Aparna Chennapragada, Ms. Ann Fritz Hackett, Mr. Peter Thomas Killalea, Mr. Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, Mr. Pierre E. Leroy, Mr. François Locoh-Donou, Mr. Peter E. Raskind, Mr. Mayo A. Shattuck III, Mr. Bradford H. Warner and Ms. Catherine G. West to the Company’s Board of Directors for terms expiring at the 2020 annual meeting of stockholders;
(2)
Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for 2019;
(3)
Stockholders approved, on an advisory basis, the Company’s 2018 named executive officer compensation;
(4)
Stockholders approved and adopted the Company’s Fifth Amended and Restated 2004 Stock Incentive Plan; and
(5)
Stockholders approved a stockholder proposal requesting stockholders’ right to act by written consent.
Set forth below are the number of votes cast for and against each such matter as well as the number of abstentions and broker non-votes with respect to each such matter.

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Item
 
Votes For
 
Votes Against
 
Abstain
 
Broker
Non-Votes
Election of Directors:
 
 
 
 
 
 
 
 
Richard D. Fairbank
 
383,723,224
 
6,033,014
 
3,705,629
 
30,910,599
Aparna Chennapragada
 
391,997,627
 
891,330
 
572,910
 
30,910,599
Ann Fritz Hackett
 
376,219,968
 
16,697,307
 
544,592
 
30,910,599
Peter Thomas Killalea
 
389,481,499
 
3,414,741
 
565,627
 
30,910,599
Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars
 
392,406,157
 
489,801
 
565,909
 
30,910,599
Pierre E. Leroy
 
380,147,088
 
12,749,110
 
565,669
 
30,910,599
François Locoh-Donou
 
392,363,189
 
534,337
 
564,341
 
30,910,599
Peter E. Raskind
 
391,590,799
 
1,309,311
 
561,757
 
30,910,599
Mayo A. Shattuck III
 
358,421,514
 
34,469,815
 
570,538
 
30,910,599
Bradford H. Warner
 
382,620,112
 
10,270,635
 
571,120
 
30,910,599
Catherine G. West
 
390,848,274
 
2,066,229
 
547,364
 
30,910,599
Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm of the Company for 2019
 
413,333,168
 
10,428,421
 
610,877
 
N/A
Advisory Approval of the Company’s 2018 Named Executive Officer Compensation
 
373,201,112
 
19,091,427
 
1,169,328
 
30,910,599
Approval and Adoption of the Company’s Fifth Amended and Restated 2004 Stock Incentive Plan
 
383,390,518
 
9,161,915
 
909,434
 
30,910,599
Stockholder Proposal Requesting Stockholders’ Right to Act by Written Consent
 
223,119,843
 
169,280,103
 
1,061,921
 
30,910,599


Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits
 
 
Exhibit 
 
Description 
10.1
 




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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CAPITAL ONE FINANCIAL CORPORATION
Dated: May 3, 2019
By:
/s/ Matthew W. Cooper
 
 
Matthew W. Cooper
 
 
General Counsel

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EXHIBIT INDEX


Exhibit 
 
Description 
10.1
 



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