Capital One Financial Corp. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: COF-PN · Form: DEF 14A · Filed: Mar 20, 2024 · CIK: 927628

Capital One Financial Corp DEF 14A Filing Summary
FieldDetail
CompanyCapital One Financial Corp (COF-PN)
Form TypeDEF 14A
Filed DateMar 20, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$36.8 b, $11, $12.52, $348 b, $99
Sentimentneutral

Sentiment: neutral

Topics: Capital One, Proxy Statement, DEF 14A, Annual Meeting, Shareholder Voting

TL;DR

<b>Capital One Financial Corporation has filed its Definitive Proxy Statement for the upcoming 2024 Annual Stockholder Meeting on May 2, 2024.</b>

AI Summary

CAPITAL ONE FINANCIAL CORP (COF-PN) filed a Proxy Statement (DEF 14A) with the SEC on March 20, 2024. Capital One Financial Corporation filed a Definitive Proxy Statement (DEF 14A) on March 20, 2024. The filing pertains to the company's 2024 Annual Stockholder Meeting scheduled for May 2, 2024. The company's principal executive offices are located at 1680 Capital One Drive, Suite 1400, McLean, VA 22102. Capital One Financial Corporation was formerly known as Oakstone Financial Corp, with a name change date of July 28, 1994. The filing is made under the Securities Exchange Act of 1934, SEC file number 001-13300.

Why It Matters

For investors and stakeholders tracking CAPITAL ONE FINANCIAL CORP, this filing contains several important signals. This filing provides shareholders with essential information regarding the upcoming annual meeting, including details on voting procedures and matters to be discussed. As a DEF 14A filing, it signifies that the proxy materials are finalized and being distributed to shareholders for their consideration and voting.

Risk Assessment

Risk Level: low — CAPITAL ONE FINANCIAL CORP shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes are being disclosed beyond standard corporate governance procedures.

Analyst Insight

Shareholders should review the proxy materials to understand the proposals and exercise their voting rights at the May 2, 2024 meeting.

Key Numbers

  • 20240320 — Filing Date (Date the DEF 14A was filed)
  • 20240502 — Annual Meeting Date (Date of the 2024 Annual Stockholder Meeting)
  • 001-13300 — SEC File Number (SEC file number for Capital One Financial Corporation)

Key Players & Entities

  • Capital One Financial Corporation (company) — Registrant name
  • 1680 Capital One Drive, Suite 1400, McLean, VA 22102 (location) — Business address
  • Oakstone Financial Corp (company) — Former company name
  • 19940728 (date) — Date of name change
  • 20240502 (date) — Annual Stockholder Meeting date
  • 001-13300 (other) — SEC file number
  • 1934 Act (regulation) — SEC Act

FAQ

When did CAPITAL ONE FINANCIAL CORP file this DEF 14A?

CAPITAL ONE FINANCIAL CORP filed this Proxy Statement (DEF 14A) with the SEC on March 20, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by CAPITAL ONE FINANCIAL CORP (COF-PN).

Where can I read the original DEF 14A filing from CAPITAL ONE FINANCIAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CAPITAL ONE FINANCIAL CORP.

What are the key takeaways from CAPITAL ONE FINANCIAL CORP's DEF 14A?

CAPITAL ONE FINANCIAL CORP filed this DEF 14A on March 20, 2024. Key takeaways: Capital One Financial Corporation filed a Definitive Proxy Statement (DEF 14A) on March 20, 2024.. The filing pertains to the company's 2024 Annual Stockholder Meeting scheduled for May 2, 2024.. The company's principal executive offices are located at 1680 Capital One Drive, Suite 1400, McLean, VA 22102..

Is CAPITAL ONE FINANCIAL CORP a risky investment based on this filing?

Based on this DEF 14A, CAPITAL ONE FINANCIAL CORP presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate significant financial or operational changes are being disclosed beyond standard corporate governance procedures.

What should investors do after reading CAPITAL ONE FINANCIAL CORP's DEF 14A?

Shareholders should review the proxy materials to understand the proposals and exercise their voting rights at the May 2, 2024 meeting. The overall sentiment from this filing is neutral.

How does CAPITAL ONE FINANCIAL CORP compare to its industry peers?

Capital One Financial Corporation operates within the national commercial banks industry, as indicated by its SIC code 6021.

Are there regulatory concerns for CAPITAL ONE FINANCIAL CORP?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate governance and voting.

Industry Context

Capital One Financial Corporation operates within the national commercial banks industry, as indicated by its SIC code 6021.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders regarding corporate governance and voting.

What Investors Should Do

  1. Shareholders should review the proxy statement for details on director nominations, executive compensation, and any other proposals.
  2. Ensure voting instructions are submitted by the deadline specified in the proxy materials.
  3. Familiarize yourself with the company's governance practices and executive compensation structure as detailed in the filing.

Key Dates

  • 2024-05-02: 2024 Annual Stockholder Meeting — Key date for shareholder voting and discussion of corporate matters.
  • 2024-03-20: Filing of Definitive Proxy Statement — Indicates the final proxy materials have been submitted to the SEC and distributed.

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2024 Annual Meeting, following the standard annual disclosure cycle.

Filing Stats: 4,425 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-03-20 16:14:57

Key Financial Figures

  • $36.8 b — performance year (1) : Net Revenue of $36.8 billion, an increase of 7.4% from 2022, d
  • $11 — Diluted Earnings Per Share ("EPS") of $11.95, the third highest in Capital One hi
  • $12.52 — history. Adjusted diluted EPS (1)(2) of $12.52. Return On Tangible Common Equity ("R
  • $348 b — strong liquidity and total deposits of $348 billion, up 5% from 2022. Our common equi
  • $99 — Book Value Per Common Share (1)(6) was $99.78, an increase of 15.9% from $86.11 in
  • $86.11 — ) was $99.78, an increase of 15.9% from $86.11 in 2022, the result of strong profitabi
  • $1.5 billion — ng level of interest rates. We returned $1.5 billion of capital to stockholders through both
  • $67 million — nitiative, we facilitated approximately $67 million in grants to local, regional, and natio
  • $29.0 million — performance year 2023 was approximately $29.0 million and consisted of: Restricted Stock Un
  • $2.5 m — total grant date value of approximately $2.5 million, totaling 21,539 RSUs. The RSUs w
  • $26.5 million — Incentive Award totaling approximately $26.5 million granted in February 2024 in recognition
  • $16.8 m — ith an aggregate value of approximately $16.8 million, for which the CEO may receive fr
  • $4.2 million — pect to 31,213 shares, or approximately $4.2 million of the awards) and financial performanc
  • $12.6 million — ance (with respect to 93,639 shares, or $12.6 million of the awards) over a three-year period
  • $4.7 m — s ("Year-End Incentive RSUs") valued at $4.7 million, which vest in full on February 1

Filing Documents

From the Filing

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under 240.14a-12 Capital One Financial Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents Table of Contents Notice of Capital One Financial Corporation's 2024 Annual Stockholder Meeting Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 2, 2024 The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com The 2024 Annual Stockholder Meeting of Capital One Financial Corporation ("Capital One" or "Company") will be held at Capital One's campus at 1600 Capital One Drive, McLean, Virginia 22102 on May 2, 2024, at 10:00 a.m. Eastern Time. Items of Business As a stockholder, you will be asked to: 1. Elect twelve nominated directors, who are listed in the proxy statement, as directors of Capital One; 2. Approve, on a non-binding advisory basis, our Named Executive Officer compensation ("Say on Pay"); 3. Approve and adopt the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan; 4. Ratify the selection of Ernst & Young LLP, as our independent registered public accounting firm for 2024; and 5 – 7. Consider stockholder proposals, if properly presented at the meeting. Stockholders will also transact other business that may properly come before the meeting. Stockholders should note that no actions relating to the Agreement and Plan of Merger (the "Merger Agreement") by and among Capital One, Discover Financial Services, a Delaware corporation ("Discover"), and Vega Merger Sub, Inc., a direct and wholly owned subsidiary of Capital One, will be voted on or taken at the 2024 Annual Stockholder meeting and the proxy statement accompanying this notice does not contain information related to the transactions contemplated by the Merger Agreement. A separate proxy statement will be delivered, and a separate Special Meeting of Stockholders will be held, in connection with the transactions contemplated by the Merger Agreement. Record Date You may vote if you held shares of Capital One common stock as of the close of business on March 6, 2024 ("Record Date"). Proxy Voting Your vote is important. You may vote your shares in advance of the meeting via the Internet, by telephone, by mail, or in person at the 2024 Annual Stockholder Meeting. Please refer to the section "How do I vote?" in the proxy statement for detailed voting instructions. If you vote via the Internet, by telephone, or plan to vote in person during the 2024 Annual Stockholder Meeting, you do not need to mail in a proxy card. 2024 Annual Stockholder Meeting Admission Due to space limitations, attendance is limited to stockholders and persons holding valid legal proxies from those stockholders. Admission to the meeting is on a first-come, first-served basis. Registration will begin at 9:00 a.m. Eastern Time. Valid government-issued identification must be presented to attend the meeting. If you hold Capital One common stock through a broker, bank, trust, or other nominee, you must bring a copy of a statement reflecting your stock ownership as of the Record Date, and if you wish to vote in person, you must also bring a legal proxy from your broker, bank, trust, or other nominee. Cameras, recording devices, and other electronic devices are not permitted. If you require special assistance at the meeting, please contact the Corporate Secretary at 1600 Capital One Drive, McLean, VA 22102. We look forward to seeing you at the meeting. On behalf of the Board, Matthew W. Cooper Corporate Secretary March 20, 2024 Table of Contents Proxy Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2023 ("Annual Report") carefully before voting. Meeting Information Date: Thursday, May 2, 2024 Time: 10:00 a.m. Eastern Time Location: 1600 Capital One Drive, McLean, Virginia 22102 Record Date: March 6, 2024 How to Vot

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