Capital One Financial Corporation

05/08/2026 | Press release | Distributed by Public on 05/08/2026 15:27

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2026 Annual Stockholder Meeting (the "Annual Meeting") of Capital One Financial Corporation (the "Company") was held on May 8, 2026. On March 11, 2026, the record date (the "Record Date") for the Annual Meeting, 619,050,950 shares of the Company's common stock were issued and outstanding, of which 556,421,571 shares 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. Christine Detrick, Ms. Suni P. Harford, 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. J. Michael Shepherd, Mr. Craig Anthony Williams and Ms. Jennifer L. Wong to the Company's Board of Directors for terms expiring at the 2027 annual meeting of stockholders or until such director's successor is duly elected and qualified;
(2) Stockholders approved, on an advisory basis, the Company's 2025 named executive officer compensation;
(3) Stockholders ratified the selection of the firm Ernst & Young LLP to serve as the independent registered public accounting firm of the Company for 2026; and
(4) The shareholder proposal presented at the Annual Meeting and described below did not receive majority support.
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.
Item Votes For Votes Against Abstain Broker
Non-Votes
Election of Directors:
Richard D. Fairbank 477,267,709 19,631,294 349,906 59,172,662
Ime Archibong 490,969,545 5,899,492 379,872 59,172,662
Christine Detrick 495,300,811 1,570,961 377,137 59,172,662
Suni P. Harford 495,354,745 1,516,273 377,891 59,172,662
Peter Thomas Killalea 480,198,311 16,664,848 385,750 59,172,662
Cornelis Petrus Adrianus Joseph ("Eli") Leenaars 490,914,584 5,939,528 394,797 59,172,662
François Locoh-Donou 472,229,298 24,326,557 693,054 59,172,662
Peter E. Raskind 472,349,759 24,433,499 465,651 59,172,662
Eileen Serra 491,136,171 5,747,035 365,703 59,172,662
Mayo A. Shattuck III 480,917,445 15,944,240 387,224 59,172,662
J. Michael Shepherd
495,986,557 882,974 379,378 59,172,662
Craig Anthony Williams 489,505,644 7,069,747 673,518 59,172,662
Jennifer L. Wong
471,474,739 25,407,809 366,361 59,172,662
Advisory Approval of the Company's 2025 Named Executive Officer Compensation
414,536,574 81,945,395 766,940 59,172,662
Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm of the Company for 2026
526,384,238 29,566,436 470,897 -
Stockholder proposal to require a shareholder vote on golden parachute arrangements
30,601,072 465,307,082 1,340,755 59,172,662
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