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COF > SEC Filings for COF > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for CAPITAL ONE FINANCIAL CORP

Form 8-K for CAPITAL ONE FINANCIAL CORP


5-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submi


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

As described under Item 5.07 of this Current Report on Form 8-K, on May 1, 2014, at the 2014 Annual Stockholder Meeting (the "Annual Meeting") of Capital One Financial Corporation (the "Company"), the Company's stockholders, upon the recommendation of the Company's Board of Directors (the "Board"), approved amendments to the Company's Restated Certificate of Incorporation (the "Certificate") that remove certain of the supermajority voting requirements in the Certificate and replace them with majority voting standards. The amendments became effective upon the Company filing a Certificate of Amendment (the "Certificate of Amendment") with the Office of the Secretary of State of the State of Delaware on May 5, 2014.

In addition, as a result of stockholders' approval of proposal 5(a) at the Annual Meeting, the Board has amended Section 7.1 of the Company's Amended and Restated Bylaws (the "Bylaws") to provide that stockholders can alter, amend or repeal the Bylaws by a majority vote of the outstanding shares. Prior to the amendment, Section 7.1 of the Bylaws provided that stockholders could alter, amend or repeal the Bylaws only if that action was approved by the affirmative vote of at least 80% of the voting power of the Company's then outstanding voting stock, voting together as a single class.

The foregoing descriptions of the amendments to the Certificate and Bylaws are qualified in their entirety by reference to the Certificate, Bylaws and Certificate of Amendment, which are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K.



Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting was held on May 1, 2014. On March 6, 2014, the record date for the Annual Meeting, 572,757,135 shares of the Company's common stock were issued and outstanding, of which 496,297,796 were present for purposes of establishing a quorum.

(b) Stockholders voted on the following matters:

(1) Stockholders elected Mr. Richard D. Fairbank, Mr. Patrick W. Gross, Ms. Ann Fritz Hackett, Mr. Lewis Hay, III, Mr. Benjamin P. Jenkins, III, Mr. Pierre E. Leroy, Mr. Peter E. Raskind, Mr. Mayo A. Shattuck III, Mr. Bradford H. Warner and Ms. Catherine G. West to the Board for terms expiring at the 2015 annual meeting of stockholders;

(2) Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent auditors of the Company for 2014;

(3) Stockholders approved the Company's Third Amended and Restated 2004 Stock Incentive Plan;

(4) Stockholders approved, on an advisory basis, the Company's 2013 named executive officer compensation; and

(5) Stockholders approved amendments to the Certificate to remove supermajority voting standards applicable to the following actions:

(a) Future amendments to the Bylaws and Certificate; and

(b) Removing any director from office;

Stockholders did not approve amendments to the Certificate to remove supermajority voting standards applicable to the following actions:

(c) Certain business combinations.

(6) Stockholders did not approve a stockholder proposal requiring an independent Board chairman.

As described in the proxy statement for the Annual Meeting, each of the proposals to approve amendments to the Certificate required approval of at least 458,205,708 shares, representing 80% of the Company's common stock outstanding. Proposal 5(c) additionally required, but despite the Company's solicitation efforts did not obtain, approval by 80% of the Company's common stock outstanding not owned directly or indirectly by any Interested Stockholder or any Affiliate of any Interested Stockholder (as defined in the Certificate).


Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to each such matter.

                                                                                             Broker Non-
Item                                     Votes For        Votes Against        Abstain          Votes
Election of Directors:
Richard D. Fairbank                      457,118,235           8,769,224       2,755,814       27,654,523
Patrick W. Gross                         414,642,497          52,855,322       1,145,454       27,654,523
Ann Fritz Hackett                        461,076,714           6,425,344       1,141,215       27,654,523
Lewis Hay, III                           465,174,233           2,325,725       1,143,315       27,654,523
Benjamin P. Jenkins, III                 465,457,211           2,042,502       1,143,560       27,654,523
Pierre E. Leroy                          466,491,786           1,002,548       1,148,939       27,654,523
Peter E. Raskind                         466,515,528             980,778       1,146,967       27,654,523
Mayo A. Shattuck III                     464,922,330           2,583,404       1,137,539       27,654,523
Bradford H. Warner                       466,486,650           1,013,652       1,142,971       27,654,523
Catherine G. West                        463,689,873           3,801,982       1,151,418       27,654,523
Ratification of the Selection of
Ernst & Young LLP as Independent
Auditors of the Company for 2014         491,621,784           3,566,073       1,109,939              N/A
Approval of the Company's Third
Amended and Restated 2004 Stock
Incentive Plan                           447,617,322          19,683,608       1,342,343       27,654,523
Advisory Approval of the Company's
2013 Named Executive Officer
Compensation                             453,591,147          12,470,180       2,581,946       27,654,523
Amendments to the Company's Restated
Certificate of Incorporation to
remove supermajority voting
standards applicable to the
following actions:
Future amendments to the Amended and
Restated Bylaws and the Restated
Certificate of Incorporation             464,458,483           2,199,343       1,985,447       27,654,523
Removing any director from office        464,186,375           1,686,363       2,770,535       27,654,523
Certain business combinations            463,599,073 *         2,139,477       2,904,723       27,654,523
Stockholder proposal requiring an
independent Board chairman               100,530,723         366,489,122       1,623,428       27,654,523

* Includes 89,480,782 shares voted by Interested Stockholders and Affiliates of Interested Stockholders (as defined in the Certificate).



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit                                   Description

3.1          Restated Certificate of Incorporation of Capital One Financial
             Corporation, dated May 5, 2014

3.2          Amended and Restated Bylaws of Capital One Financial Corporation,
             dated May 5, 2014

3.3          Certificate of Amendment of Capital One Financial Corporation, dated
             May 5, 2014


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