(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 I
COF PRI
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J
COF PRJ
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K
COF PRK
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L
COF PRL
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N
COF PRN
New York Stock Exchange
0.800% Senior Notes Due 2024
COF24
New York Stock Exchange
1.650% Senior Notes Due 2029
COF29
New York Stock Exchange
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 ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2022 Annual Stockholder Meeting (the “Annual Meeting”) of Capital One Financial Corporation (the “Company”) was held on May 5, 2022. On March 9, 2022, the record date for the Annual Meeting, 405,670,159 shares of the Company’s common stock were issued and outstanding, of which 366,807,907 were present for purposes of establishing a quorum.
(b) Stockholders voted on the following matters:
(1) Stockholders elected Mr. Richard D. Fairbank, Mr. Ime Archibong, Ms. Christine Detrick, Ms. Ann Fritz Hackett, Mr. Peter Thomas Killalea, Mr. Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, Mr. François Locoh-Donou, Mr. Peter E. Raskind, Ms. Eileen Serra, Mr. Mayo A. Shattuck III, Mr. Bradford H. Warner, Ms. Catherine G. West and Mr. Craig Anthony Williams to the Company’s Board of Directors for terms expiring at the 2023 annual meeting of stockholders;
(2) Stockholders approved, on an advisory basis, the Company’s 2021 named executive officer compensation; and
(3) Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for 2022.
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.
Item
Votes For
Votes Against
Abstain
Broker Non-Votes
Election of Directors:
Richard D. Fairbank
323,727,992
12,643,892
3,197,344
27,238,679
Ime Archibong
338,291,503
1,114,018
163,707
27,238,679
Christine Detrick
325,761,917
13,654,339
152,972
27,238,679
Ann Fritz Hackett
317,631,074
19,881,818
2,056,336
27,238,679
Peter Thomas Killalea
337,308,143
2,090,396
170,689
27,238,679
Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars
336,623,706
2,783,528
161,994
27,238,679
François Locoh-Donou
332,735,716
6,668,779
164,733
27,238,679
Peter E. Raskind
333,460,474
5,942,151
166,603
27,238,679
Eileen Serra
337,656,627
1,763,388
149,213
27,238,679
Mayo A. Shattuck III
327,524,349
11,877,803
167,076
27,238,679
Bradford H. Warner
329,554,846
9,849,706
164,676
27,238,679
Catherine G. West
336,639,664
2,771,729
157,835
27,238,679
Craig Anthony Williams
337,592,828
1,812,315
164,085
27,238,679
Advisory Approval of the Company’s 2021 Named Executive Officer Compensation
317,439,605
21,656,170
473,453
27,238,679
Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm of the Company for 2022
352,980,910
13,670,972
156,025
N/A
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
1
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.
