Document



 
 
 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 ___________________
 
FORM 8-K
 ___________________
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
May 3, 2018
Date of Report (Date of earliest event reported)
___________________

CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
___________________
Delaware
1-13300
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
  
(Former name or former address, if changed since last report)
(Not applicable)
 ___________________


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
 
 
 
 
 
 
 
 
 
 




Item 5.07.    Submission of Matters to a Vote of Security Holders.
(a)
The 2018 Annual Stockholder Meeting (the “Annual Meeting”) of the Company was held on May 3, 2018. On March 6, 2018, the record date for the Annual Meeting, 486,160,297 shares of the Company’s common stock were issued and outstanding, of which 442,557,162 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. Lewis Hay, III, Mr. Benjamin P. Jenkins, III, Mr. Peter Thomas Killalea, Mr. Pierre E. Leroy, 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 2019 annual meeting of stockholders;
(2)
Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent auditors of the Company for 2018;
(3)
Stockholders approved, on an advisory basis, the Company’s 2017 named executive officer compensation; and
(4)
Stockholders ratified the 25% ownership threshold for stockholders to request a special meeting of stockholders.
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
 
404,698,278
 
5,354,322
 
2,637,626
 
29,866,936

Aparna Chennapragada
 
411,719,848
 
664,693
 
305,685
 
29,866,936

Ann Fritz Hackett
 
363,655,285
 
48,742,472
 
292,469
 
29,866,936

Lewis Hay, III
 
392,375,849
 
20,014,094
 
300,283
 
29,866,936

Benjamin P. Jenkins, III
 
405,288,722
 
7,105,729
 
295,775
 
29,866,936

Peter Thomas Killalea
 
405,099,671
 
7,291,469
 
299,086
 
29,866,936

Pierre E. Leroy
 
402,307,035
 
10,078,677
 
304,514
 
29,866,936

Peter E. Raskind
 
404,832,553
 
7,555,658
 
302,015
 
29,866,936

Mayo A. Shattuck III
 
385,120,085
 
27,264,646
 
305,495
 
29,866,936

Bradford H. Warner
 
410,319,959
 
2,073,079
 
297,188
 
29,866,936

Catherine G. West
 
410,877,745
 
1,493,899
 
318,582
 
29,866,936

Ratification of Selection of Ernst & Young LLP as Independent Auditors of the Company for 2018
 
435,370,649
 
6,919,009
 
267,504
 
N/A

Advisory Approval of the Company’s 2017 Named Executive Officer Compensation
 
350,368,788
 
61,685,115
 
636,323
 
29,866,936

Ratification of the 25% Ownership Threshold to Request a Special Meeting of Stockholders
 
223,201,503
 
188,889,487
 
599,236
 
29,866,936





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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 4, 2018
By:
/s/ Matthew W. Cooper
 
 
Matthew W. Cooper
 
 
General Counsel



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