Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the 2020 Annual Stockholder Meeting (the "Annual Meeting") ofCapital One Financial Corporation ("Capital One" or the "Company") held onApril 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 ofState of Delaware onMay 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 ofMay 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 ofDelaware 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, datedMarch 19, 2020 , filed with theSecurities and Exchange Commission . Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The Annual Meeting was held onApril 30, 2020 . OnMarch 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.
Ms.
Locoh-Donou, Mr.
III, Mr.
Board of Directors for terms expiring at the 2021 annual meeting of stockholders; (2) Stockholders ratified the selection of the firmErnst & 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. 1 --------------------------------------------------------------------------------
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 ofErnst & 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 ofCapital One Financial Corporation datedMay 1, 2020 3.3 Amended and Restated Bylaws 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 2
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