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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
May 8, 2026
Date of Report (Date of earliest event reported)
____________________________________
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
| | | | | | | | | | | |
| Delaware | 001-13300 | 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
(Not applicable)
(Former name or former address, if changed since last report)
____________________________________
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):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock (par value $.01 per share) | COF | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I | COF PRI | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J | COF PRJ | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K | COF PRK | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L | COF PRL | New York Stock Exchange |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N | COF PRN | New York Stock Exchange |
| 1.650% Senior Notes Due 2029 | COF29 | New York Stock Exchange |
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 ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2026 Annual Stockholder Meeting (the “Annual Meeting”) of Capital One Financial Corporation (the “Company”) was held on May 8, 2026. On March 11, 2026, the record date (the “Record Date”) for the Annual Meeting, 619,050,950 shares of the Company’s common stock were issued and outstanding, of which 556,421,571 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. Suni P. Harford, Mr. Peter Thomas Killalea, Mr. Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, Mr. François Locoh-Donou, Mr. Peter E. Raskind, Ms. Eileen Serra, Mr. Mayo A. Shattuck III, Mr. J. Michael Shepherd, Mr. Craig Anthony Williams and Ms. Jennifer L. Wong to the Company’s Board of Directors for terms expiring at the 2027 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 2025 named executive officer compensation;
(3) Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for 2026; and
(4) The shareholder proposal 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Item | | Votes For | | Votes Against | | Abstain | | Broker
Non-Votes |
| Election of Directors: | | | | | | | | |
| Richard D. Fairbank | | 477,267,709 | | 19,631,294 | | 349,906 | | 59,172,662 |
| Ime Archibong | | 490,969,545 | | 5,899,492 | | 379,872 | | 59,172,662 |
| Christine Detrick | | 495,300,811 | | 1,570,961 | | 377,137 | | 59,172,662 |
| Suni P. Harford | | 495,354,745 | | 1,516,273 | | 377,891 | | 59,172,662 |
| Peter Thomas Killalea | | 480,198,311 | | 16,664,848 | | 385,750 | | 59,172,662 |
| Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars | | 490,914,584 | | 5,939,528 | | 394,797 | | 59,172,662 |
| François Locoh-Donou | | 472,229,298 | | 24,326,557 | | 693,054 | | 59,172,662 |
| Peter E. Raskind | | 472,349,759 | | 24,433,499 | | 465,651 | | 59,172,662 |
| Eileen Serra | | 491,136,171 | | 5,747,035 | | 365,703 | | 59,172,662 |
| Mayo A. Shattuck III | | 480,917,445 | | 15,944,240 | | 387,224 | | 59,172,662 |
J. Michael Shepherd | | 495,986,557 | | 882,974 | | 379,378 | | 59,172,662 |
| Craig Anthony Williams | | 489,505,644 | | 7,069,747 | | 673,518 | | 59,172,662 |
Jennifer L. Wong | | 471,474,739 | | 25,407,809 | | 366,361 | | 59,172,662 |
Advisory Approval of the Company’s 2025 Named Executive Officer Compensation | | 414,536,574 | | 81,945,395 | | 766,940 | | 59,172,662 |
Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm of the Company for 2026 | | 526,384,238 | | 29,566,436 | | 470,897 | | — |
Stockholder proposal to require a shareholder vote on golden parachute arrangements | | 30,601,072 | | 465,307,082 | | 1,340,755 | | 59,172,662 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 8, 2026 | By: | /s/ Matthew W. Cooper |
| | Matthew W. Cooper |
| | General Counsel and Corporate Secretary |