CAPITAL ONE FINANCIAL CORP : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

On January 31, 2020, Capital One Financial Corporation (the "Company") issued and sold 50,000,000 depositary shares ("Depositary Shares"), each representing a 1/40th ownership interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J, $0.01 par value (the "Series J Preferred Stock"), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series J Preferred Stock). The Company filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware, establishing the voting rights, powers, preferences and privileges, and the relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of the Series J Preferred Stock on January 30, 2020. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series J Preferred Stock (including dividend, voting, redemption and liquidation rights).

Under the terms of the Series J Preferred Stock, the ability of the Company to pay dividends on, make distributions with respect to, or to repurchase, redeem or acquire its common stock or any preferred stock ranking on parity with or junior to the Series J Preferred Stock, is subject to restrictions in the event that the Company does not declare and either pay or set aside a sum sufficient for payment of dividends on the Series J Preferred Stock for the immediately preceding dividend period.

The description of the terms of the Series J Preferred Stock is qualified in its entirety by reference to the Certificate of Designations, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware and it amends the Company's Restated Certificate of Incorporation. The terms of the Series J Preferred Stock are more fully described in Item 3.03 of this Current Report on Form 8-K and the Certificate of Designations which is included as Exhibit 3.1 to this Current Report on Form 8-K, both of which are incorporated by reference herein.

Item 8.01 Other Events.

On January 28, 2020, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters 50,000,000 Depositary Shares, each representing a 1/40th ownership interest in a share of the Series J Preferred Stock.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities.

The net proceeds of the offering of the 50,000,000 Depositary Shares were approximately $1.209 billion, after deducting underwriting commissions and estimated offering expenses. The offering was made pursuant to the prospectus supplement dated January 28, 2020 and the accompanying prospectus dated March 12, 2018, filed with the Securities and Exchange Commission pursuant to the Company's effective registration statement on Form S-3 (File No. 333-223608) (the "Registration Statement"). The following documents are being filed with this Current Report on Form 8-K and are incorporated by reference into the Registration Statement: (a) the Underwriting Agreement, (b) the Certificate of Designations, (c) the Deposit Agreement dated January 31, 2020, between the Company, Computershare Trust Company, N.A., as Depositary, Computershare Inc. and the holders from time to time of the depositary receipts described therein, to which Deposit Agreement the Form of Depositary Receipt is attached as Exhibit A, and (d) a validity opinion with respect to the Depositary Shares and the Series J Preferred Stock.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


 Exhibit
   No.                                  Description of Exhibit

    1.1            Underwriting Agreement, dated January 28, 2020

    3.1            Certificate of Designations of Fixed Rate Non-Cumulative Perpetual
                 Preferred Stock, Series J, dated January 30, 2020

    4.1            Deposit Agreement, dated January 31, 2020

    5.1            Opinion of Gibson, Dunn & Crutcher LLP

   23.1            Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)


   104           The cover page from this Current Report on Form 8-K, formatted in
                 Inline XBRL

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