CAPITAL ONE FINANCIAL CORP
For the period ended May 2, 2024. Filed Mar 20, 2024.
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May 2, 2024 · Filed Mar 20, 2024
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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
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Filed by a party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | 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. |
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| ☐ | 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. |
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 atwww.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
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 Vote
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?” on page 141 for detailed voting instructions. If you vote via the Internet, by telephone, or plan to vote in person at the 2024 Annual Stockholder Meeting, you do not need to mail in a proxy card.
Stockholders should note that no actions relating to the Merger Agreement by and among Capital One, 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.
| INTERNET | TELEPHONE | IN PERSON | |
|---|---|---|---|
| Visit www.proxyvote.com. You will need the controlnumber printed on yournotice, proxy card, or voting instruction form. | If you received a paper copy of the proxy materials, dial toll-free (1-800-690-6903) or use the telephone number on your voting instruction form. You will need the control number printed on your proxy card or voting instruction form. | If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage- paid envelope. | Follow the instructions under “Can I attend the 2024 Annual Stockholder Meeting?” on page 140 and request a ballot when you arrive at the meeting. |
On March 20, 2024, we began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials (“Notice”).
| CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 1 |
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Voting Item 1: Election of Directors
| Item 1 | You are being asked to elect the following twelve candidates for director: Richard D. Fairbank, Ime Archibong, Christine Detrick, Ann Fritz Hackett, Suni P. Harford, Peter Thomas Killalea, Cornelis Petrus Adrianus Joseph (“Eli”) Leenaars, François Locoh-Donou, Peter E. Raskind, Eileen Serra, Mayo A. Shattuck III, and Craig Anthony Williams. Each nominee to our Board of Directors (“Board”) is standing for election to hold office until our next annual stockholder meeting or until their successor is duly elected and qualified. For additional information regarding our director nominees, see “Our Director Nominees” beginning on page 13 and “Skills and Experience of Our Director Nominees” beginning on page 21 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 23 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” each of these director nominees. |
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Corporate Governance Highlights
| Board Members and Leadership | Board Governance Best Practices |
| ∎ Eleven of our twelve director nominees are independent; our Chief Executive Officer (“CEO”) and founder is the only member of management who serves as a director ∎ Appointment of seven new independent directors since 2019, all of whom are current director nominees ∎ Active and empowered Lead Independent Director elected annually by the independent members of our Board (“Independent Directors”) ∎ Active and empowered committee chairs, all of whom are independent ∎ Directors have a mix of tenures, including long-standing members, relatively new members, and others at different points along the tenure continuum ∎ Directors reflect a variety of experiences and skills that match the Company’s complexity and strategic direction, and give the Board the collective capability necessary to oversee the Company’s activities ∎ Regular discussions regarding Board recruiting, succession, and refreshment, including director skills and qualifications, that support the Company’s long-term strategic objectives | ∎ Regular executive sessions of the Independent Directors that regularly include separate meetings with our CEO, Chief Financial Officer (“CFO”), General Counsel and Corporate Secretary, Chief Enterprise Risk Officer, Chief Credit and Financial Risk Officer (together with the Chief Enterprise Risk Officer, the “Chief Risk Officers”), Chief Audit Officer, Chief Information Security Officer, Chief Technology Risk Officer, Chief Credit Review Officer, and/or Chief Compliance Officer ∎ Annual assessments of the Board and each of its committees, the Independent Directors, and the Lead Independent Director ∎ Active engagement and oversight of Company strategy; risk management (including technology risk management); the Company’s political activities and contributions; and environmental, social, and governance (“ESG”) matters ∎ Direct access to members of management by the Board ∎ Annual CEO evaluation process led by the Lead Independent Director ∎ Regular talent and succession planning discussions regarding the CEO and other key executives ∎ Regular meetings between the Board and federal banking regulators |
| 2 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |
Stockholder Engagement and Stockholder Role in Governance
∎ Regular outreach and engagement throughout the year by our CEO, CFO, and Investor Relations team with stockholders regarding Company strategy and performance ∎ Formal outreach and engagement with governance representatives of our largest stockholders at least two times per year ∎ Feedback from investors regularly shared with our Board and its committees to ensure that our Board has insight on investor views ∎ The Board and its Governance and Nominating Committee review extensive briefings and benchmarking reports on corporate governance practices and emerging corporate governance issues ∎ Majority voting for directors with resignation policy in uncontested elections ∎ Stockholders are able to act by written consent, subject to certain procedural and other safeguards that the Board believes are in the best interests of Capital One and our stockholders ∎ Stockholders holding at least 25% of outstanding common stock may request a special meeting ∎ Stockholders holding at least 3% of outstanding common stock for at least three years can nominate director candidates for inclusion in our proxy materials ∎ No supermajority vote provisions in Bylaws and Certificate of Incorporation ∎ No stockholder rights plan (commonly referred to as a “poison pill”) ∎ Detailed director skills matrix, showing each individual nominee’s self-identified diversity, skills, and attributes that are most relevant to fulfill the Board’s oversight responsibilities in light of the Company’s business, strategy, and risk management ∎ Expanded disclosure in our proxy statement regarding our approach to ESG and publication of an ESG Report in 2022 and 2023
Voting Item 2: Advisory Vote on Our Named Executive Officer Compensation (“Say on Pay”)
| Item 2 | You are being asked to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). For additional information regarding our executive compensation program and our NEO compensation, see “Compensation Discussion and Analysis” beginning on page 63 and “Named Executive Officer Compensation” beginning on page 104 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” the advisory approval of our 2023 NEO Compensation as disclosed in this proxy statement. |
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Our executive compensation program is designed to attract, retain, motivate, and reward leaders who drive growth and innovation, deliver strong business results, and facilitate the long-term success of the Company. We believe our executive compensation program strongly links rewards with both business and individual performance over multiple time horizons. We aim to align our executives’ interests with those of our stockholders while supporting safety and soundness, and appropriately balancing risk.
2023 Company Performance
Each year the Compensation Committee (“Committee”) and the Independent Directors review and evaluate the Company’s qualitative and quantitative performance to make determinations regarding the compensation of our NEOs based on Capital One’spay-for-performance philosophy. The Committee seeks to directly link the compensation of the NEOs with the Company’s performance and the executives’ contributions to that performance over multiple time horizons.
| CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 3 |
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In 2023, Capital One delivered strong financial results and made significant progress on our long-term strategic initiatives enabled by years of tactical and strategic choices, and our investments in talent, technology, and risk management. Strong revenue growth and credit results, coupled with disciplined expense management, drove strong profitability and capital generation. The Committee and the Independent Directors specifically considered the following quantitative and qualitative results when awarding NEO compensation for the 2023 performance year(1):
| ∎ | Net Revenue of $36.8 billion, an increase of 7.4% from 2022, driven by strong loan growth, particularly in Domestic Card, and strong customer and deposit growth in the Retail Bank. |
| ∎ | Diluted Earnings Per Share (“EPS”) of $11.95, the third highest in Capital One history. Adjusted diluted EPS(1)(2) of $12.52. |
| ∎ | Return On Tangible Common Equity (“ROTCE”)(1)(3) of 13.0% compared to 19.9% in 2022 as charge-off levels continued to normalize from record pandemic lows and we built our allowance for credit losses to support strong loan growth. |
| ∎ | Operating Efficiency Ratio(4) of 44.3% in 2023 compared to 44.2% in 2022. Adjusted operating efficiency ratio(1)(2) improved 99 basis points (“bps”) to 43.5% in 2023 driven by a combination of strong revenue growth and disciplined investments in growth, technology, and talent. |
| ∎ | Efficiency Ratio(4) of 55.2% in 2023, an improvement from 55.9% in 2022, as we kept our marketing investment relatively flat year-over-year. Adjusted efficiency ratio(1)(2) was 54.4% in 2023 compared to 56.3% in 2022. |
| ∎ | Strong Credit Risk Management with a net charge-off rate of 2.7%, up from 1.4% in 2022, as credit losses normalized from pandemic-level lows. |
| ∎ | Continued Balance Sheet Strength with strong liquidity and total deposits of $348 billion, up 5% from 2022. Our common equity Tier 1 capital ratio(5) was at 12.9% as of December 31, 2023, an increase from 12.5% in 2022 and above regulatory guidelines. |
| ∎ | Tangible Book Value Per Common Share(1)(6) was $99.78, an increase of 15.9% from $86.11 in 2022, the result of strong profitability and capital management and changes in the prevailing level of interest rates. We returned $1.5 billion of capital to stockholders through both common dividends and share repurchases. |
| ∎ | Total Shareholder Return (“TSR”) of 44.3% for the one-year period ended December 31, 2023, significantly outperforming the KBW Bank Index, which decreased 0.9%, and the S&P 500, which increased 24.2%. The three-year and five-year TSR for the periods ended December 31, 2023 were 40.8% and 90%, respectively, significantly outperforming the KBW Bank Index, which was up 7.8% and 31.6% over the same time periods, respectively. |
| ∎ | Execution Against Strategic Imperatives. We continued to make significant progress on our long-term strategic agenda. We also made disciplined investments in our modern technology infrastructure and data environment; scaled our digital capabilities to associates and customers; enhanced our products and customer experiences; and continued to attract, develop, and retain top talent. We also invested in digital marketing and supporting the Capital One brand through bold advertising and marquee sponsorships. |
| ∎ | Risk Management and Control Environment. We invested in technology, talent, and business process improvement and maintained a strong risk and control environment, particularly in the areas of cybersecurity, capital planning, and enterprise risk management. In 2023, the Federal Reserve Board (“FRB”) formally terminated our cyber-related consent order. |
| ∎ | Progress on ESG Initiatives. We continued to invest in the development and management of our enterprise climate strategy. We have taken steps to understand our greenhouse gas (“GHG”) emissions |
| 4 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |
trajectory and path to reduction. As part of our Impact Initiative, we facilitated approximately $67 million in grants to local, regional, and national nonprofits, building our reputation with external stakeholders, and helping advance socioeconomic mobility in our communities. See “Environmental, Social, and Governance Practices” beginning on page 47 for more information regarding our policies, programs, and strategies related to ESG and our 2023 accomplishments.
See “Executive Summary” beginning on page 64 and “Company Performance Assessment” beginning on page 83 for more information regarding the Company’s 2023 performance.
| (1) | The Committee considers these metrics to be key financial performance measures in its assessment of the Company’s performance, including certain non-GAAP measures. While we believe our non-GAAP measures help investors, and users of our financial information understand the effect of adjusting items on our selected reported results, they may not be comparable to similarly titled measures reported by other companies. See Appendix A for our definition and reconciliation of these non-GAAP measures to the applicable amounts measured in accordance with GAAP. |
| (2) | Adjusted diluted EPS, adjusted operating efficiency ratio and adjusted efficiency ratio are non-GAAP measures. See Appendix A for our reconciliation of the applicable non-GAAP measure to the applicable amount measured in accordance with GAAP. |
| (3) | ROTCE is a non-GAAP measure calculated based on net income (loss) available to common stockholders less income (loss) from discontinued operations, net of tax, for the period, divided by average tangible common equity. See Appendix A for our reconciliation of this non-GAAP measure to the applicable amounts measured in accordance with GAAP. |
| (4) | Operating efficiency ratio is calculated based on operating expense for the period divided by total net revenue for the period and reflects as-reported results in accordance with GAAP. Efficiency ratio is calculated based on total non-interest expense for the period divided by total net revenue for the period and reflects as-reported results in accordance with GAAP. |
| (5) | Common equity Tier 1 capital ratio is a regulatory capital measure calculated based on common equity Tier 1 capital divided by risk-weighted assets. |
| (6) | Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by common shares outstanding. See Appendix A for our reconciliation of this non-GAAP measure to the applicable amounts measured in accordance with GAAP. |
Highlights of Our 2023 Compensation Programs
We believe that our NEO compensation programs balance risk and financial results, reward NEOs for their achievements, promote our overall compensation objectives, and encourage appropriate, but not excessive, risk-taking. Our compensation programs are structured to encourage our executives to deliver strong results over the short term while making decisions that create sustained value for our stockholders over the long term. Key features of our 2023 compensation programs include:
| ∎ | No CEO Cash Salary. Our CEO does not receive a cash salary and 100% of his compensation is deferred for at least three years. |
| ∎ | The Payout of a Majority of CEO Year-End Incentive Compensation Determined by Formula. A majority of our CEO’s year-end incentive compensation for the 2023 performance year was awarded in the form of performance share awards that vest based entirely on the Company’s performance on an absolute basis and/or relative to the Company’s peers in the KBW Bank Index, excluding non-traditional banks that do not focus on lending to consumers and businesses (“Performance Share Peers”), over a three-year period. |
| ∎ | 25% of CEO 2023 Performance Share Awards Linked to TSR. A portion of our CEO year-end incentive performance share awards will vest based entirely on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. |
| ∎ | Awards Based on Company and Individual Performance. All NEOs receive incentive awards based on Company and/or individual performance. For 2023, 100% of CEO compensation and approximately 82% of the compensation for the other NEOs was based on Company and/or individual performance. |
| CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 5 |
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| ∎ | The Majority of CEO Compensation and Nearly Half of All Other NEO Compensation is Equity-Based and Determined After Performance Year-End. 83% of our CEO’s and approximately 49% of all other NEOs’ total compensation for the 2023 performance year was equity-based to align with stockholder interests. 91% of CEO compensation and the majority of all other NEO compensation was determined after the performance year-end, allowing the Board to consider a full year of Company and individual performance. |
| ∎ | All Equity and Equity-Based Awards Contain Performance and Recovery Provisions. All equity awards contain performance and recovery provisions that are designed to further enhance alignment between pay and performance and to balance risk. All incentive-based compensation is subject to the Capital One Financial Corporation Recoupment Policy (“Clawback Policy”). See “Additional Performance Conditions and Recovery Provisions” beginning on page 95 for more information. |
2023 Compensation Decisions
2023 CEO Performance Year Compensation
The CEO’s compensation for the 2023 performance year was composed of an equity award designed to provide the CEO with an incentive to focus on long-term performance and the opportunity for ayear-end incentive award based on the Committee’s evaluation of the Company’s performance and the CEO’s contributions to that performance. Mr. Fairbank’s total compensation for performance year 2023 was approximately $29.0 million and consisted of:
| ∎ | Restricted Stock Units (“RSUs”) granted in January 2023, which had a total grant date value of approximately $2.5 million, totaling 21,539 RSUs. The RSUs will vest in full on February 15, 2026, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions. |
| ∎ | Year-End Incentive Award totaling approximately $26.5 million granted in February 2024 in recognition of the Company’s performance and the CEO’s contribution to that performance in 2023 and consisting of: |
| ∎ | Performance Share Units. Performance share unit awards with an aggregate value of approximately $16.8 million, for which the CEO may receive from 0% to 150% of a total target number of 124,852 shares of the Company’s common stock based on the Company’s TSR (with respect to 31,213 shares, or approximately $4.2 million of the awards) and financial performance (with respect to 93,639 shares, or $12.6 million of the awards) over a three-year period from January 1, 2024 through December 31, 2026. |
| ∎ | RSUs. 34,929 cash-settled RSUs (“Year-End Incentive RSUs”) valued at $4.7 million, which vest in full on February 15, 2027, settle in cash based on the Company’s average stock price over the 15 trading days preceding the vesting date, and are subject to performance-based vesting provisions. |
| ∎ | Deferred Cash Bonus. A deferred cash bonus of $5.0 million, which is mandatorily deferred for three years into the Company’s Voluntary Non-Qualified Deferred Compensation Plan (“VNQDCP”) and will pay out in the first calendar quarter of 2027. |
| 6 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |
The chart below shows Mr. Fairbank’s actual total compensation for performance year 2023:
Deferred Cash 17% Deferred Cash Bonus $5.0 million RSUs $2.5 million Year-End Incentive RSUs $4.7 million TSR Performance Shares $4.2 million Equity-Based 83% Financial Performance Shares $12.6 million Total Compensation $29.0 million
The table below shows Mr. Fairbank’s compensation awards as they are attributable to the performance years indicated. The table shows how the Committee views compensation actions and to which year the compensation awards relate. This table differs substantially from the Summary Compensation Table and Pay Versus Performance Table required for this proxy statement beginning on page 104 and page 120, respectively, and is therefore not a substitute for the information required in those tables. See “Chief Executive Officer Compensation” beginning on page 75 for a description of the compensation paid to our CEO and additional information regarding Mr. Fairbank’s 2023 performance year compensation.
| PerformanceYear · Cash Salary · Long-Term Incentive · Year-End Incentive · Total | ||||||
|---|---|---|---|---|---|---|
| Cash-Settled RSUs · Deferred Cash Bonus · Cash- Settled RSUs · Performance Shares(1) | ||||||
| 2023 | $— | $2,500,032 | $5,000,000 | $4,700,046 | $16,800,085 | $29,000,163 |
| 2022 | $— | $2,500,021 | $4,250,000 | $2,850,099 | $16,525,118 | $26,125,238 |
| 2021 | $— | $1,750,060 | $4,550,000 | $3,000,055 | $18,200,225 | $27,500,340 |
| (1) | For 2023, approximately $4.2 million of the awarded performance shares will vest based on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. Approximately $12.6 million of the awarded performance shares will vest based on the Company’s relative and absolute financial performance over a three-year period. For 2022, $4.13 million of the awarded performance shares will vest based on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. $12.40 million of the awarded performance shares will vest based on the Company’s relative and absolute financial performance over a three-year period. For 2021, $4.55 million of the awarded performance shares will vest based on the Company’s TSR performance relative to the Performance Share Peers over a three-year period. $13.65 million of the awarded performance shares will vest based on the Company’s relative and absolute financial performance over a three-year period. See “Performance Share Award Metrics” beginning on page 78 for a description of the metrics applicable to the performance shares. |
| CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 7 |
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2023 NEO Performance Year Compensation
NEO (other than the CEO) compensation for the 2023 performance year was composed of a mix of cash and equity-based compensation and consisted of (i) a base salary and (ii) an annual year-end incentive opportunity which consisted of a cash incentive and a long-term incentive opportunity. The long-term incentive opportunity was comprised of performance shares and stock-settled RSUs as determined by the Committee and the Independent Directors. The chart below shows the elements of NEO compensation as an approximate percentage of NEO 2023 actual total compensation:
Base Salary 18% Cash-Based 51% Cash Incentive 33% Performance Shares 27% Equity-Based 49% RSUs 22% Total Compensation Range $5.6 million - $7.6 million
See “NEO Compensation” beginning on page 90 for a description of compensation to the NEOs (other than the CEO).
Voting Item 3: Approval and Adoption of the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan
| Item 3 | You are being asked to approve and adopt the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan. For additional information regarding the proposal, see “Approval and Adoption of the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan” beginning on page 60 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” the approval and adoption of the Capital One Financial Corporation Amended and Restated 2002 Associate Stock Purchase Plan as disclosed in this proxy statement. |
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Voting Item 4: Ratification of the Selection of Ernst & Young LLP, as Our Independent Registered Public Accounting Firm for 2024
| Item 4 | You are being asked to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2024. For additional information regarding the Audit Committee’s selection of and the fees paid to Ernst & Young LLP, see “Audit Committee Report” on page 130 and “Ratification of Selection of Our Independent Registered Public Accounting Firm” beginning on page 128 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for 2024. |
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| 8 | CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT |
Voting Items 5-7: Stockholder Proposals
| Item 5-7 | You are being asked to vote on three stockholder proposals. For additional information regarding the proposals, see “Stockholder Proposals” beginning on page 131 of this proxy statement. û Our Board unanimously recommends that you vote “AGAINST” the three stockholder proposals as disclosed in this proxy statement. |
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| CAPITAL ONE FINANCIAL CORPORATION | 2024 PROXY STATEMENT | 9 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.