Capital One Files 8-K on Officer Changes and Shareholder Votes
Ticker: COF-PN · Form: 8-K · Filed: May 3, 2024 · CIK: 927628
| Field | Detail |
|---|---|
| Company | Capital One Financial Corp (COF-PN) |
| Form Type | 8-K |
| Filed Date | May 3, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 5 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, officer-changes, shareholder-vote
Related Tickers: COF
TL;DR
Capital One 8-K: Director/Officer changes, shareholder votes, and financial exhibits filed.
AI Summary
Capital One Financial Corp. filed an 8-K on May 3, 2024, reporting on the departure of directors or certain officers, the election of directors, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. Specific details regarding the individuals involved, the exact nature of the compensatory arrangements, and the outcomes of any shareholder votes are not provided in this summary.
Why It Matters
This filing provides updates on corporate governance and potential changes in executive leadership or compensation, which can impact investor confidence and company strategy.
Risk Assessment
Risk Level: low — The filing is routine and reports on standard corporate governance matters without immediate financial implications.
Key Players & Entities
- CAPITAL ONE FINANCIAL CORP (company) — Filer
- 0000927628-24-000178.txt (document) — Filing document name
- 20240503 (date) — Filing date
FAQ
What specific items were voted on by security holders?
The filing indicates that matters were submitted to a vote of security holders, but the specific items are not detailed in the provided text.
Who are the directors or officers departing or being elected?
The filing mentions the departure of directors or certain officers and the election of directors, but the names of these individuals are not specified in the provided text.
What are the details of the compensatory arrangements for certain officers?
The filing notes that there are compensatory arrangements for certain officers, but the specifics of these arrangements are not included in the provided text.
What financial statements and exhibits are included with this filing?
The filing states that financial statements and exhibits are included, but their specific content is not detailed in the provided text.
What is the significance of the 'Submission of Matters to a Vote of Security Holders' item?
This item indicates that Capital One held a vote where its shareholders or other security holders made decisions on specific corporate matters, the details of which are not provided here.
Filing Stats: 1,187 words · 5 min read · ~4 pages · Grade level 12.4 · Accepted 2024-05-03 16:30:49
Filing Documents
- cof-20240502.htm (8-K) — 73KB
- amendedandrestated2002asso.htm (EX-10.1) — 38KB
- 0000927628-24-000178.txt ( ) — 332KB
- cof-20240502.xsd (EX-101.SCH) — 5KB
- cof-20240502_def.xml (EX-101.DEF) — 19KB
- cof-20240502_lab.xml (EX-101.LAB) — 38KB
- cof-20240502_pre.xml (EX-101.PRE) — 20KB
- cof-20240502_htm.xml (XML) — 9KB
07 Submission of Matters to a Vote of Security Holders
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. Franois 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 Petru
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Amended and Restated 2002 Associate Stock Purchase Plan 104 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. CAPITAL ONE FINANCIAL CORPORATION Date: May 3, 2024 By: /s/ Matthew W. Cooper Matthew W. Cooper General Counsel and Corporate Secretary 3