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Registrant’s telephone number, including area code: (i703) i720-1000
(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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock (par value $.01 per share)
iCOF
iNew
York Stock Exchange
iDepositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I
iCOF PRI
iNew
York Stock Exchange
iDepositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J
iCOF PRJ
iNew
York Stock Exchange
iDepositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K
iCOF PRK
iNew
York Stock Exchange
iDepositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L
iCOF PRL
iNew
York Stock Exchange
iDepositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N
iCOF PRN
iNew
York Stock Exchange
i0.800% Senior Notes Due 2024
iCOF24
iNew York Stock Exchange
i1.650%
Senior Notes Due 2029
iCOF29
iNew 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 i☐
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2024 Annual Stockholder Meeting (the “Annual Meeting”) of Capital One Financial Corporation (the “Company”) held on May 2, 2024, the Company’s stockholders, upon recommendation of the Board of Directors of the Company, approved and adopted the Company’s Amended and Restated 2002 Associate Stock Purchase Plan (the “Amended Plan”).
The Amended Plan provides that the maximum number of shares available
for issuance to participants under the Amended Plan shall be 53 million.
For a description of the terms and conditions of the Amended Plan, see “Summary of Material Provisions of the ASPP” under proposal 3 “Approval and Adoption of the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan” on pages 60-62 of the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 20, 2024 (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, 2024. On March 6, 2024, the record date (the “Record Date”) for the Annual Meeting, 382,102,457 shares of the Company’s common stock were issued and outstanding, of which 352,808,630 shares 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, Ms. Suni P. Harford, 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 and Mr. Craig Anthony Williams to the Company’s Board of Directors for terms expiring at the 2025 annual meeting of stockholders or until such director’s successor is duly elected and qualified;
(2) Stockholders approved, on an advisory basis, the Company’s 2023 named executive officer compensation;
(3) Stockholders approved and adopted
the Company’s Amended Plan;
(4) Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for 2024; and
(5-7) All of the shareholder proposals presented at the Annual Meeting and described below did not receive majority support.
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.
1
Item
Votes
For
Votes Against
Abstain
Broker Non-Votes
Election of Directors:
Richard D. Fairbank
313,033,516
10,796,752
566,794
28,411,568
Ime
Archibong
322,639,203
1,431,935
325,924
28,411,568
Christine Detrick
313,013,843
11,068,469
314,750
28,411,568
Ann Fritz Hackett
308,479,410
15,584,005
333,647
28,411,568
Suni
P. Harford
323,596,578
461,430
339,054
28,411,568
Peter Thomas Killalea
315,142,261
8,915,900
338,901
28,411,568
Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars
322,658,429
1,408,655
329,978
28,411,568
François
Locoh-Donou
313,344,375
10,705,294
347,393
28,411,568
Peter E. Raskind
313,765,487
10,338,769
292,806
28,411,568
Eileen Serra
322,143,163
1,933,312
320,587
28,411,568
Mayo
A. Shattuck III
311,706,321
12,418,361
272,380
28,411,568
Craig Anthony Williams
322,715,222
1,397,971
283,869
28,411,568
Advisory Approval of the
Company’s 2023 Named Executive Officer Compensation
308,121,145
15,908,838
367,079
28,411,568
Approval and Adoption of the Company’s Amended and Restated 2002 Associate Stock Purchase Plan
320,959,342
3,209,850
227,870
28,411,568
Ratification
of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm of the Company for 2024
337,747,106
14,859,871
201,653
N/A
Stockholder Proposal Setting of Near- and Long-Term Greenhouse Gas Emission Reduction Targets
32,529,942
289,824,329
2,042,791
28,411,568
Stockholder
Proposal Report on Respecting Workforce Civil Liberties
2,956,632
319,575,880
1,864,550
28,411,568
Stockholder Proposal Director Election Resignation Bylaw Proposal
The cover page from this Current Report on Form 8-K, formatted
in Inline XBRL
2
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.
