Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the 2020 Annual Stockholder Meeting (the "Annual Meeting") of Capital One
Financial Corporation ("Capital One" or the "Company") held on April 30, 2020,
upon the recommendation of Capital One's Board of Directors (the "Board"),
stockholders holding a majority of the Company's outstanding shares of common
stock approved amendments to Capital One's Restated Certificate of Incorporation
(the "Restated Certificate") to allow stockholders to act by written consent,
subject to certain procedural and other safeguards. The Restated Certificate was
also amended to make certain immaterial changes that removed from the Restated
Certificate legacy provisions relating to the transition from a classified board
structure to annual director elections, which provisions no longer apply.
The amendments to the Restated Certificate became effective upon the filing of a
Certificate of Amendment of the Restated Certificate (the "Certificate of
Amendment") with the Secretary of State of Delaware on May 1, 2020. A copy of
the Certificate of Amendment and the Restated Certificate (as amended and
restated to reflect the Certificate of Amendment) are filed as Exhibits 3.1 and
3.2, respectively, to this filing and incorporated herein by reference.
The Company has also amended and restated its Amended and Restated Bylaws (the
"Bylaws"), effective as of May 1, 2020, in order to (i) authorize stockholders
to act by written consent (as described above), (ii) align the special meeting
process with the written consent process as set forth in the Restated
Certificate (by requiring stockholders to ask the Board to set an initial record
date for any "proxy solicitation" to reach the special meeting ownership
threshold), (iii) facilitate participation by stockholders and beneficial owners
in the written consent process, and (iv) make additional changes to Article II
of the Bylaws in light of Delaware law developments. A copy of the Bylaws is
filed as Exhibit 3.3 to this filing and incorporated herein by reference.
This description is a summary of the amendments and is qualified in its entirety
by reference to the amendments to the Restated Certificate and the Bylaws, as
described in Section XII "Approval of Amendments to Restated Certificate of
Incorporation to Allow Stockholders to Act by Written Consent" of the Company's
definitive proxy statement, dated March 19, 2020, filed with the Securities and
Exchange Commission.
Item 5.07  Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting was held on April 30, 2020. On March 3, 2020, the record

date for the Annual Meeting, 457,421,339 shares of the Company's common stock

were issued and outstanding, of which 412,735,344 were present for purposes

of establishing a quorum.

(b) Stockholders voted on the following matters:

(1) Stockholders elected Mr. Richard D. Fairbank, Ms. Aparna Chennapragada,

Ms. Ann Fritz Hackett, Mr. Peter Thomas Killalea, Mr. Cornelis Petrus

Adrianus Joseph ("Eli") Leenaars, Mr. Pierre E. Leroy, Mr. François

Locoh-Donou, Mr. Peter E. Raskind, Ms. Eileen Serra, Mr. Mayo A. Shattuck

III, Mr. Bradford H. Warner and Ms. Catherine G. West to the Company's


       Board of Directors for terms expiring at the 2021 annual meeting of
       stockholders;


(2)    Stockholders ratified the selection of the firm Ernst & Young LLP to serve
       as the independent registered public accounting firm of the Company for
       2020;


(3)    Stockholders approved, on an advisory basis, the Company's 2019 named
       executive officer compensation;

(4) Stockholders approved the amendments to Capital One's Restated Certificate


       of Incorporation to allow stockholders to act by written consent; and


(5)    Stockholders did not approve a stockholder proposal regarding an
       independent Board chairman.


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.

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                                                                                              Broker
Item                                         Votes For      Votes Against      Abstain      Non-Votes
Election of Directors:
Richard D. Fairbank                        375,364,645         8,830,447     2,770,915     25,769,337
Aparna Chennapragada                       362,837,514        23,838,745       289,748     25,769,337
Ann Fritz Hackett                          346,467,492        37,724,585     2,773,930     25,769,337
Peter Thomas Killalea                      362,568,785        24,102,679       294,543     25,769,337
Cornelis Petrus Adrianus Joseph ("Eli")
Leenaars                                   363,961,895        22,719,531       284,581     25,769,337
Pierre E. Leroy                            352,298,832        34,379,385       287,790     25,769,337
François Locoh-Donou                       364,709,204        21,958,357       298,446     25,769,337
Peter E. Raskind                           386,095,569           581,837       288,601     25,769,337
Eileen Serra                               386,181,287           510,049       274,671     25,769,337
Mayo A. Shattuck III                       322,018,989        64,590,682       356,336     25,769,337
Bradford H. Warner                         377,475,892         9,203,093       287,022     25,769,337
Catherine G. West                          382,730,168         3,968,135       267,704     25,769,337
Ratification of Selection of Ernst &
Young LLP as Independent Registered
Public Accounting Firm of the Company
for 2020                                   399,911,708        12,593,175       230,461            N/A
Advisory Approval of the Company's 2019
Named Executive Officer Compensation       265,034,896       121,145,079       786,032     25,769,337
Amendments to Capital One's Restated
Certificate of Incorporation to Allow
Stockholders to Act by Written Consent     377,478,988         9,139,574       347,445     25,769,337
Stockholder Proposal Regarding an
Independent Board Chairman                 127,501,278       258,848,738    

615,991 25,769,337

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits
Exhibit No.   Description

3.1 Certificate of Amendment of Restated Certificate of Incorporation


    3.2         Restated Certificate of Incorporation of Capital One Financial
              Corporation dated May 1, 2020
    3.3         Amended and Restated Bylaws
    104       The cover page from this Current Report on Form 8-K, formatted in
              Inline XBRL




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