(State or other jurisdiction
(Commission File Number)
1680 Capital One Drive,
(Address of principal executive offices)
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Annual Meeting was held on April 30, 2015. On March 5, 2015, the record date for the Annual Meeting, 549,458,166 shares of the Company’s common stock were issued and outstanding, of which 481,840,542 were present for purposes of establishing a quorum.
Stockholders voted on the following matters:
Stockholders elected Mr. Richard D. Fairbank, Mr. Patrick W. Gross, Ms. Ann Fritz Hackett, Mr. Lewis Hay, III, Mr. Benjamin P. Jenkins, III, Mr. Pierre E. Leroy, Mr. Peter E. Raskind, Mr. Mayo A. Shattuck III, Mr. Bradford H. Warner and Ms. Catherine G. West to the Board for terms expiring at the 2016 annual meeting of stockholders;
Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent auditors of the Company for 2015;
Stockholders approved, on an advisory basis, the Company’s 2014 named executive officer compensation; and
Stockholders approved amendments to the Certificate to allow stockholders to request special meetings of the stockholders.
Stockholders did not approve a stockholder proposal regarding the ability of stockholders to request special meetings of the stockholders.
Election of Directors:
Richard D. Fairbank
Patrick W. Gross
Ann Fritz Hackett
Lewis Hay, III
Benjamin P. Jenkins, III
Pierre E. Leroy
Peter E. Raskind
Mayo A. Shattuck III
Bradford H. Warner
Catherine G. West
Ratification of the Selection of Ernst & Young LLP as Independent Auditors of the Company for 2015
Advisory Approval of the Company’s 2014 Named Executive Officer Compensation
Amendments to the Company’s Restated Certificate of Incorporation to allow stockholder to request special meetings of the stockholders
Stockholder proposal regarding the ability of stockholders to request special meetings of the stockholders
Restated Certificate of Incorporation of Capital One Financial Corporation, dated April 30, 2015
Amended and Restated Bylaws of Capital One Financial Corporation, dated April 30, 2015
Certificate of Amendment of Capital One Financial Corporation, dated April 30, 2015
CAPITAL ONE FINANCIAL CORPORATION
Dated: May 4, 2015
/s/ John G. Finneran, Jr.
John G. Finneran, Jr.
General Counsel and Corporate Secretary