Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2021 Annual Stockholder Meeting (the "Annual Meeting") of Capital One
Financial Corporation (the "Company") held on May 6, 2021, the Company's
stockholders, upon recommendation of the Board of Directors of the Company,
approved and adopted the Company's Sixth Amended and Restated 2004 Stock
Incentive Plan (the "Amended Plan").
The Amended Plan provides: (i) for a date of termination on May 6, 2031, which
is ten (10) years following the date of the 2021 Annual Stockholder Meeting and
(ii) that the maximum number of shares available for issuance to participants
under the Amended Plan shall be 67 million.
For a description of the terms and conditions of the Amended Plan, see "Summary
of Material Provisions of the Sixth Amended and Restated 2004 Stock Incentive
Plan" under proposal 4 "Approval and Adoption of the Capital One Financial
Corporation Sixth Amended and Restated 2004 Stock Incentive Plan" on pages
118-125 of the Company's Proxy Statement for the Annual Meeting (the "Proxy
Statement"), which description is incorporated herein by reference. The
descriptions of the Amended Plan contained herein and in the Proxy Statement are
qualified in their entirety by reference to the full text of the Amended Plan, a
copy of which is filed hereto as Exhibit 10.1.
Item 5.07  Submission of Matters to a Vote of Security Holders.
(a)   The Annual Meeting was held on May 6, 2021. On March 10, 2021, the record
date for the Annual Meeting, 456,630,057 shares of the Company's common stock
were issued and outstanding, of which 417,470,403 were present for purposes of
establishing a quorum.
(b)   Stockholders voted on the following matters:
(1)   Stockholders elected Mr. Richard D. Fairbank, Mr. Ime Archibong, Ms. Ann
Fritz Hackett, Mr. Peter Thomas Killalea, Mr. Cornelis Petrus Adrianus Joseph
("Eli") Leenaars, Mr. François Locoh-Donou, Mr. Peter E. Raskind, Ms. Eileen
Serra, Mr. Mayo A. Shattuck III, Mr. Bradford H. Warner, Ms. Catherine G. West
and Mr. Craig Anthony Williams to the Company's Board of Directors for terms
expiring at the 2022 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 2021;
(3)   Stockholders approved, on an advisory basis, the Company's 2020 named
executive officer compensation; and
(4) Stockholders approved and adopted the Company's Sixth Amended and Restated
2004 Stock Incentive Plan.
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                                           380,893,250               10,198,215            2,972,837            23,422,091
Ime Archibong                                                 392,967,630                  869,978              226,694            23,422,091
Ann Fritz Hackett                                             343,927,408               49,557,006              579,888            23,422,091
Peter Thomas Killalea                                         389,595,372                4,326,668              142,262            23,422,091
Cornelis Petrus Adrianus Joseph ("Eli") Leenaars              388,482,771                5,361,286              220,245            23,422,091
François Locoh-Donou                                          388,026,222                5,805,048              233,032            23,422,091
Peter E. Raskind                                              391,270,187                2,634,517              159,598            23,422,091
Eileen Serra                                                  393,194,362                  657,326              212,614            23,422,091
Mayo A. Shattuck III                                          377,628,534               16,278,924              156,844            23,422,091
Bradford H. Warner                                            383,404,771               10,432,542              226,989            23,422,091
Catherine G. West                                             391,008,081                2,843,870              212,351            23,422,091
Craig Anthony Williams                                        393,014,765                  815,606              233,931            23,422,091
Ratification of Selection of Ernst & Young LLP as
Independent Registered Public Accounting Firm of
the Company for 2021                                          385,181,585               32,091,764              213,044                   N/A
Advisory Approval of the Company's 2020 Named
Executive Officer Compensation                                367,130,784               26,332,719              600,799            23,422,091
Approval and Adoption of the Company's Sixth
Amended and Restated 2004 Stock Incentive Plan                385,855,584                7,856,573              352,145            23,422,091


Item 9.01  Financial Statements and Exhibits.



(d) Exhibits
   Exhibit No.          Description
      10.1                Sixth Amended and Restated 2004 Stock Incentive Plan
       104              The cover page from this Current Report on Form

8-K, formatted in Inline XBRL


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