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[ ] | Preliminary Proxy Statement | [ ] | Soliciting Material Under Rule 14a-12 | |
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[ ] | Definitive Proxy Statement | |||
[X] | Definitive Additional Materials |
Capital One Financial Corporation | ||
(Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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*** Exercise Your
Right to Vote ***
Important Notice Regarding
the Availability of Proxy Materials for the
Shareholder Meeting to Be Held
on May 2, 2013.
CAPITAL ONE FINANCIAL CORPORATION CAPITAL ONE FINANCIAL CORPORATION 1680 CAPITAL ONE DR. MCLEAN, VA 22102-3491 |
Meeting Information | ||
Meeting Type: | Annual Meeting | |
For holders as of: | March 7, 2013 | |
Date: May 2, 2013 | Time: 10:00 AM EDT | |
Location: | Corporate Headquarters | |
1680 Capital One Drive | ||
McLean, VA
22102 |
You
are receiving this communication because you hold shares in the company named above. |
This
is not a ballot. You cannot use this notice to vote these shares. This
communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. You may view the
proxy materials online at www.proxyvote.com or easily request a
paper copy (see reverse side). |
We encourage you to access
and review all of the important information contained in the proxy
materials before voting. |
See the
reverse side of this notice to obtain proxy materials and voting
instructions. |
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to
VIEW or RECEIVE: | |
1. Notice & Proxy Statement 2. Annual Report on Form 10-K | |
How to View Online: | |
Have the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. | |
How to Request and Receive a
PAPER or E-MAIL Copy: | |
If you want to receive a paper
or e-mail copy of these documents, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to make your
request: | |
1) BY INTERNET: | www.proxyvote.com |
2) BY TELEPHONE: | 1-800-579-1639 |
3) BY E-MAIL*: | sendmaterial@proxyvote.com |
* If requesting materials by
e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow è XXXX XXXX XXXX (located on the following
page) in the subject line. | |
Requests, instructions and
other inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or
before April 18, 2013 to facilitate timely delivery. |
How To Vote
Please Choose One of the Following Voting
Methods
Vote In Person:
Many
shareholder meetings have attendance requirements including, but not
limited to, the possession of an attendance ticket issued by the entity
holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to
request a ballot to vote these shares. |
Vote By Internet:
To vote
now by Internet, go to www.proxyvote.com. Have
the information that is printed in the box marked by the arrow è XXXX XXXX XXXX (located on the following page) available and follow the
instructions.
|
Vote By Mail:
You can
vote by mail by requesting a paper copy of the materials, which will
include a proxy card. |
Voting Items | |||||
The Board of Directors recommends you vote FOR the following: | |||||
1. |
Election of Directors | ||||
1a. |
Richard D. Fairbank | ||||
1b. |
W. Ronald Dietz | ||||
1c. |
Lewis Hay, III | ||||
1d. |
Benjamin P. Jenkins, III | ||||
1e. |
Peter E. Raskind | ||||
1f. |
Mayo A. Shattuck III | ||||
1g. |
Bradford H. Warner | ||||
1h. |
Catherine G. West |
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The Board of Directors recommends you vote FOR proposals 2 and 3, and FOR each item of proposal 4. |
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2. |
Ratification of selection of Ernst & Young LLP as independent auditors of Capital One for 2013. |
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3. |
Advisory approval of Capital One's 2012 Named Executive Officer compensation. |
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4. |
Approval of amendments to Capital One's Restated Certificate of Incorporation to remove supermajority voting standards applicable to the following actions: |
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4a. |
Future amendments to the Amended and Restated Bylaws and the Restated Certificate of Incorporation |
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4b. |
Removing any director from office |
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4c. |
Certain business combinations |
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NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. |
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To: The Stockholders of Record of Capital One Financial Corporation as of the Close of Business on March 7, 2013
Notice of Proposed Amendment of Certificate of Incorporation
In accordance with Section 242 of the Delaware General Corporation Law, Capital One Financial Corporation (the Company) hereby provides notice that amendments to the Companys Restated Certificate of Incorporation (the Certificate) will be proposed for adoption at its 2013 Annual Stockholder Meeting. A brief summary of the amendments, which are listed in the proxy statement for the 2013 Annual Stockholder Meeting as Item 4(a), Item 4(b) and Item 4(c), is set forth below:
This summary is qualified in its entirety by reference to Section XIII in the Companys proxy statement for the 2013 Annual Stockholder Meeting and Appendix A thereto. You are urged to read the Companys proxy statement by accessing a copy of such statement by following the instructions on this Notice Regarding the Internet Availability of Proxy Materials.