CAPITAL ONE FINANCIAL CORP
For the period ended May 8, 2025. Filed Mar 27, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 27, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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. |
2025 Proxy Statement
Notice of Capital One Financial Corporation’s
2025 Annual Stockholder Meeting
Important Notice Regarding the Availability of Proxy Materials for
the Stockholder Meeting to be held on May 8, 2025
The Proxy Statement and Annual Report to Stockholders are available atwww.proxyvote.com
The 2025 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 8, 2025, 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. | Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2025; and |
| 4. | Consider a stockholder proposal, if properly presented at the meeting. |
Stockholders will also transact other business that may properly come before the meeting.
Record Date
You may vote if you held shares of Capital One common stock as of the close of business on March 12, 2025 (“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 2025 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 2025 Annual Stockholder Meeting, you do not need to mail in a proxy card.
2025 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 27, 2025
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, 2024 (“Annual Report”) carefully before voting.
| Meeting Information | |
|---|---|
| Date: | Thursday, May 8, 2025 |
| Time: | 10:00 a.m. Eastern Time |
| Location: | 1600 Capital One Drive, McLean, Virginia 22102 |
| Record Date: | March 12, 2025 |
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 2025 Annual Stockholder Meeting. Please refer to the section “How do I vote?” on page 131 for detailed voting instructions. If you vote via the Internet, by telephone, or plan to vote in person at the 2025 Annual Stockholder Meeting, you do not need to mail in a proxy card.
| INTERNET | TELEPHONE | IN PERSON | |
|---|---|---|---|
| Visit www.proxyvote.com. You will need the control number printed on your notice, 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 2025 Annual Stockholder Meeting?” on page 130 and request a ballot when you arrive at the meeting. |
On March 27, 2025, we began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials (“Notice”).
| CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 1 |
|---|
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 12 and “Skills and Experience of Our Director Nominees” beginning on page 19 of this proxy statement. For a description of our corporate governance practices, see “Corporate Governance at Capital One” beginning on page 21 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” each of these director nominees. |
|---|
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 five new independent directors since 2020, 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 | 2025 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 can 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 continuously 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 considering the Company’s business, strategy, and risk management
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 55 and “Named Executive Officer Compensation” beginning on page 96 of this proxy statement. ✓ Our Board unanimously recommends that you vote “FOR” the advisory approval of our 2024 NEO Compensation as disclosed in this proxy statement. |
|---|
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.
2024 Company Performance
Each year the Compensation Committee (“Committee”) and the Independent Directors review and evaluate the Company’s performance using qualitative and quantitative assessments in order 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.
In 2024, Capital One delivered strong financial results and made significant progress on our long-term strategic initiatives–enabled by years of strategic choices; sound operating performance; and long-term investments in
| CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 3 |
|---|
technology, growth, talent and risk management. In 2024, the combination of continued-strongtop-line revenue growth, higher margins and disciplined expense management aided profitability and capital generation even as consumer credit losses increased primarily as a result of delayed charge-offs from the pandemic. The Company also announced the signing in February 2024 of an agreement and plan of merger to acquire Discover Financial Services, a digital banking and payment services company (“Discover”). The proposed transaction with Discover (the “Discover Transaction”) is subject to regulatory approval and closing conditions and we anticipate that the Discover Transaction will close in early 2025. The Committee and the Independent Directors specifically considered the following quantitative and qualitative results when awarding NEO compensation for the 2024 performance year(1):
| ∎ | Net Revenue of $39.1 billion, an increase of 6% from 2023, driven by strong loan growth in Domestic Card. Total loans as of December 31, 2024 were $328 billion, an increase of 2% from 2023. |
| ∎ | Net Interest Margin of 6.88%, a 25 basis point (“bps”) increase from 2023. |
| ∎ | Operating Efficiency Ratio(2) of 43.3%, an improvement from 44.3% in 2023. Adjusted operating efficiency ratio(1)(3) improved to 42.4% in 2024 from 43.5% in 2023. |
| ∎ | Efficiency Ratio(2) of 54.9% in 2024, an improvement from 55.2% in 2023 despite an increase in our marketing investments. Adjusted efficiency ratio(1)(3) was 54.0% in 2024 compared to 54.4% in 2023. |
| ∎ | Diluted Earnings Per Share (“EPS”) of $11.59. Adjusted diluted EPS(1)(3) of $13.96, an increase of 12% from 2023. |
| ∎ | Return On Average Tangible Common Equity (“ROTCE”)(4) of 11.2%, compared to 13.0% in 2023. |
| ∎ | Potential Acquisition of Discover. We announced the Discover Transaction in February 2024 with strong market and investor reaction. |
| ∎ | Strong Liquidity and Capital Management with continued balance sheet strength. Total deposits of $363 billion, an increase of 4% from 2023, with approximately 82% of total deposits being Federal Deposit Insurance Corporation (“FDIC”) insured. Common equity Tier 1 capital ratio(5) was at 13.5% at year end, an increase from 12.9% at year end 2023 and significantly above regulatory requirements. |
| ∎ | Strong Credit Risk Management with a net charge-off rate of 3.4%, compared to 2.7% in 2023. Business line credit trends in Card, Auto, and Commercial were favorable to market and industry peers, primarily as a result of management’s choices and actions to successfully navigate the pandemic and post-pandemic credit environment. |
| ∎ | Tangible Book Value Per Common Share(6) was $106.97, an increase of 7% from $99.78 in 2023. |
| ∎ | Total Shareholder Return (“TSR”) of 38.3% for the one-year period ended December 31, 2024, outpacing the KBW Bank Index TSR of 37.2%, and the S&P 500 TSR of 25%. Capital One’s three-year and five-year TSR for the periods ended December 31, 2024 were 30.4%, and 89.4%, respectively, significantly outperforming the TSR of the KBW Bank Index, which was 6.9%, and 32.6% over the same time periods. |
| ∎ | Strong Enterprise Risk Management. We continued to deliver high-quality foundational risk management activities and achieve strong results on our critical regulatory exams and engagements. |
| ∎ | Customer Service and Advocacy. We continued to enjoy strong customer advocacy; achieve high Net Promoter Scores across our businesses, products, and digital experiences; and earn external accolades for our customer service. |
| 4 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |
See “Executive Summary” beginning on page 56 and “Company Performance Assessment” beginning on page 74 for more information regarding the Company’s 2024 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. We believe our non-GAAP measures help investors and other users of our financial information understand the effect of adjusting items on our selected reported results. These measures 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) | 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. |
| (3) | Adjusted diluted EPS, adjusted operating efficiency ratio, and adjusted efficiency ratio are non-GAAP measures. See Appendix A for our reconciliation of these non-GAAP measures to the applicable amounts measured in accordance with GAAP. |
| (4) | ROTCE is a non-GAAP measure calculated based on annualized 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. We consider this metric to be a key financial performance measure that management uses in assessing capital adequacy and the level of returns generated. While this non-GAAP measure is widely used by investors, analysts, and bank regulatory agencies to assess the operating performance and capital position of financial services companies, it may not be comparable to similarly-titled measures reported by other companies. See Appendix A for our reconciliation of this non-GAAP measure to the applicable amounts measured 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. We consider this metric to be a key financial performance measure that management uses in assessing capital adequacy and the level of returns generated. While this non-GAAP measure is widely used by investors, analysts and bank regulatory agencies to assess the operating performance and capital position of financial services companies, it may not be comparable to similarly-titled measures reported by other companies. See Appendix A for our reconciliation of this non-GAAP measure to the applicable amounts measured in accordance with GAAP. |
Highlights of Our 2024 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 2024 compensation programs include:
| ∎ | No CEO Cash Salary. Our CEO does not receive a cash salary. |
| ∎ | Fully-Deferred CEO Pay. 100% of CEO 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 2024 performance year was awarded in the form of performance share awards that vest based entirely on the Company’s three-year performance on an absolute basis and/or relative to the Company’s peers (“Performance Share Peers”) in the KBW Bank Index (Index members, excluding non-traditional banks that do not focus on lending to consumers and businesses). |
| ∎ | A Portion of CEO 2024 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 2024, 100% of CEO compensation and approximately 83% of the compensation for the other NEOs was based on Company and/or individual performance. |
| CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 5 |
|---|
| ∎ | The Majority of CEO Compensation and Nearly Half of All Other NEO Compensation is Equity-Based and Determined After Performance Year-End. 84% of our CEO’s and approximately 50% of all other NEOs’ total compensation for the 2024 performance year was equity-based to align with stockholder interests. In addition, 93% of CEO compensation and the majority of all other NEO compensation was determined after the conclusion of the performance year, allowing the Board to consider the actions and results of the executive management team and the full year of Company and individual performance when awarding year-end incentive awards. |
| ∎ | 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, balance appropriate risk taking, and align with the best interests of stockholders. 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 87 for more information. |
2024 Compensation Decisions
2024 CEO Performance Year Compensation
The CEO’s compensation for the 2024 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 2024 was approximately $33.5 million and consisted of:
| ∎ | Restricted Stock Units (“RSUs”) granted in February 2024, which had a total grant date value of approximately $2.5 million, totaling 18,580 RSUs. The RSUs will 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. |
| ∎ | Year-End Incentive Award totaling approximately $31.0 million granted in February 2025 in recognition of the Company’s performance and the CEO’s contribution to that performance in 2024 and consisting of: |
| ∎ | Performance Share Units. Performance share unit awards with an aggregate value of approximately $20.5 million, for which the CEO may receive from 0% to 150% of a total target number of 102,440 shares of the Company’s common stock based on the Company’s financial performance (with respect to 91,196 shares, or $18.25 million of the awards) and TSR (with respect to 11,244 shares, or approximately $2.25 million of the awards) over a three-year period from January 1, 2025 through December 31, 2027. |
| ∎ | RSUs. 24,986 cash-settled RSUs (“Year-End Incentive RSUs”) valued at $5.0 million, which vest in full on February 15, 2028, 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 $5.5 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 2028. |
| 6 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |
The chart below shows Mr. Fairbank’s actual total compensation for performance year 2024:
Year-End RSUs Incentive RSUs $2.5 million $5.0 million Deferred Cash Bonus TSR Performance $5.5 million Shares Total Compensation $- million $33.5 million Deferred Cash 16% Equity-Based Financial 84% Performance Shares $20.5 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 96 and page 113, respectively, and is therefore not a substitute for the information required in those tables. See “Chief Executive Officer Compensation” beginning on page 67 for a description of the compensation paid to our CEO and additional information regarding Mr. Fairbank’s 2024 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) | ||||||
| 2024 | $— | $2,500,125 | $5,500,000 | $5,000,198 | $20,500,293 | $33,500,616 |
| 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 |
| (1) | See “Performance Share Award Metrics” beginning on page 69 for a description of the metrics applicable to the performance shares. |
| CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT | 7 |
|---|
2024 NEO Performance Year Compensation
NEO (other than the CEO) compensation for the 2024 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 2024 actual total compensation:
Base Salary RSUs 17% 23% Cash-Based Total Equity-Based Compensation Range 50% $5.8 million - $7.8 million 50% Cash Incentive Performance Shares 33% 27%
See “NEO Compensation” beginning on page 81 for a description of compensation to the NEOs (other than the CEO)
Voting Item 3: Ratification of the Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2025
| Item 3 | You are being asked to ratify the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2025. For additional information regarding the Audit Committee’s selection of and the fees paid to Ernst & Young LLP, see “Audit Committee Report” on page 124 and “Ratification of Selection of Our Independent Registered Public Accounting Firm” beginning on page 122 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 2025. |
|---|
Voting Item 4: Stockholder Proposal
| Item 4 | You are being asked to vote on one stockholder proposal. For additional information regarding the proposal, see “Stockholder Proposal” beginning on page 125 of this proxy statement. û Our Board unanimously recommends that you vote “AGAINST” the stockholder proposal as disclosed in this proxy statement. |
|---|
| 8 | CAPITAL ONE FINANCIAL CORPORATION | 2025 PROXY STATEMENT |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.