CAPITAL ONE FINANCIAL CORPORATION (NYSE:COF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective May 8, 2017, Timothy P. Golden, age 45, will serve as
Capital One Financial Corporations (the Company) principal
accounting officer. Mr. Golden will continue to serve as Senior
Vice President and Controller, a position he has held since he
joined the Company in March 2017. Prior to joining the Company,
Mr. Golden was a partner for ten years in the
PricewaterhouseCoopers Banking and Capital Markets practice,
where he worked with large banking and consumer finance clients.
Capital One Financial Corporations (the Company) principal
accounting officer. Mr. Golden will continue to serve as Senior
Vice President and Controller, a position he has held since he
joined the Company in March 2017. Prior to joining the Company,
Mr. Golden was a partner for ten years in the
PricewaterhouseCoopers Banking and Capital Markets practice,
where he worked with large banking and consumer finance clients.
Effective July 1, 2017, Stephen S. Crawford will transition from
his current role as the Companys Head of Finance and Corporate
Development to Senior Advisor to the CEO. Mr. Crawford will
provide the CEO advice on strategic and financial matters in his
role. As part of this transition, R. Scott Blackley, the Companys
Chief Financial Officer, will take on an expanded role leading
the Companys Global Finance organization and Corporate
Development. In connection with Mr. Crawfords new role, he will
receive compensation of $4 million annually. In connection with
Mr. Blackleys expanded role, his total target compensation will
be increased by 12.5%, which will be delivered in accordance with
the Companys named executive officer compensation program, as
described in the Companys Proxy Statement for the 2017 Annual
Stockholder Meeting.
his current role as the Companys Head of Finance and Corporate
Development to Senior Advisor to the CEO. Mr. Crawford will
provide the CEO advice on strategic and financial matters in his
role. As part of this transition, R. Scott Blackley, the Companys
Chief Financial Officer, will take on an expanded role leading
the Companys Global Finance organization and Corporate
Development. In connection with Mr. Crawfords new role, he will
receive compensation of $4 million annually. In connection with
Mr. Blackleys expanded role, his total target compensation will
be increased by 12.5%, which will be delivered in accordance with
the Companys named executive officer compensation program, as
described in the Companys Proxy Statement for the 2017 Annual
Stockholder Meeting.
Also effective July 1, 2017, the Company will enter into an
Amended and Restated Non-Competition Agreement (the Agreement)
with Mr. Blackley, amending and restating the Non-Competition
Agreement entered into between the Company and Mr. Blackley
effective March 14, 2017. Under the Agreement, Mr. Blackleys
restriction from providing certain competitive services to any
entity following separation from the Company will be modified
from one year to two years. There were no other changes to the
terms of the Non-Competition Agreement as a result of the
amendment.
Amended and Restated Non-Competition Agreement (the Agreement)
with Mr. Blackley, amending and restating the Non-Competition
Agreement entered into between the Company and Mr. Blackley
effective March 14, 2017. Under the Agreement, Mr. Blackleys
restriction from providing certain competitive services to any
entity following separation from the Company will be modified
from one year to two years. There were no other changes to the
terms of the Non-Competition Agreement as a result of the
amendment.
Item 5.07. Submission of Matters to a Vote of Security Holders.
|
(a)
|
The 2017 Annual Stockholder Meeting (the Annual Meeting) of
the Company was held on May 4, 2017. On March 13, 2017, the record date for the Annual Meeting, 482,707,391 shares of the Companys common stock were issued and outstanding, of which 438,313,400 were present for purposes of establishing a quorum. |
|
(b)
|
Stockholders voted on the following matters:
|
|
(1)
|
Stockholders elected Mr. Richard D. Fairbank, Ms. Ann Fritz
Hackett, Mr. Lewis Hay, III, Mr. Benjamin P. Jenkins, III, Mr. Peter Thomas Killalea, Mr. Pierre E. Leroy, Mr. Peter E. Raskind, Mr. Mayo A. Shattuck III, Mr. Bradford H. Warner and Ms. Catherine G. West to the Companys Board of Directors for terms expiring at the 2018 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 2017; |
|
(3)
|
Stockholders approved, on an advisory basis, the Companys
2016 named executive officer compensation; |
|
(4)
|
Stockholders voted, on an advisory basis, on the frequency
of conducting an advisory vote to approve the Companys named executive officer compensation; |
|
(5)
|
Stockholders approved and adopted the Companys Amended and
Restated Associate Stock Purchase Plan; and |
|
(6)
|
Stockholders did not approve a stockholder proposal
requesting stockholders right to act by written consent. |
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.
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
|
399,004,443
|
8,365,345
|
1,229,650
|
29,713,962
|
||||
|
Ann Fritz Hackett
|
402,080,909
|
6,214,747
|
303,782
|
29,713,962
|
||||
|
Lewis Hay, III
|
399,590,196
|
8,686,337
|
322,905
|
29,713,962
|
||||
|
Benjamin P. Jenkins, III
|
405,174,434
|
3,116,745
|
308,259
|
29,713,962
|
||||
|
Peter Thomas Killalea
|
405,218,507
|
3,071,353
|
309,578
|
29,713,962
|
||||
|
Pierre E. Leroy
|
399,935,106
|
8,346,225
|
318,107
|
29,713,962
|
||||
|
Peter E. Raskind
|
407,122,516
|
1,167,957
|
308,965
|
29,713,962
|
||||
|
Mayo A. Shattuck III
|
396,726,204
|
11,547,793
|
325,441
|
29,713,962
|
||||
|
Bradford H. Warner
|
406,938,510
|
1,354,390
|
306,538
|
29,713,962
|
||||
|
Catherine G. West
|
406,585,409
|
1,710,270
|
303,759
|
29,713,962
|
||||
|
Ratification of Selection of Ernst Young LLP as
Independent Auditors of the Company for 2017 |
429,994,169
|
8,150,577
|
168,654
|
N/A
|
||||
|
Advisory Approval of the Companys 2016 Named
Executive Officer Compensation |
388,918,808
|
19,179,067
|
501,563
|
29,713,962
|
||||
|
Approval and Adoption of the Companys Amended and
Restated Associate Stock Purchase Plan |
404,569,509
|
3,550,825
|
479,104
|
29,713,962
|
||||
|
Stockholder Proposal Requesting Stockholders Right to
Act by Written Consent |
183,161,028
|
224,665,615
|
772,795
|
29,713,962
|
|
Item
|
One Year
|
Two Years
|
Three Years
|
Abstain
|
Broker
Non-Votes
|
|||||||||
|
Advisory Vote on the Frequency of Future Advisory
Votes to Approve Executive Compensation |
367,558,769
|
642,752
|
40,030,232
|
367,685
|
29,713,962
|
|||||||||
In accordance with the Board of Directors recommendation and
the voting results on this advisory proposal, the Company will
hold an annual advisory vote to approve the compensation of its
named executives.
the voting results on this advisory proposal, the Company will
hold an annual advisory vote to approve the compensation of its
named executives.
Item 7.01. Regulation FD Disclosure.
On May 4, 2017, the Board of Directors of the Company declared
a quarterly common stock dividend of $0.40 per share. The
dividend is payable on May 25, 2017 to stockholders of record
at the close of the business on May 15, 2017.
a quarterly common stock dividend of $0.40 per share. The
dividend is payable on May 25, 2017 to stockholders of record
at the close of the business on May 15, 2017.
The Board of Directors also approved quarterly dividends on the
Companys 6.00% fixed-rate non-cumulative perpetual preferred
stock, Series B, the Companys 6.25% fixed-rate non-cumulative
perpetual preferred stock, Series C, the Companys 6.70%
fixed-rate non-cumulative perpetual preferred stock, Series D,
the Companys 6.20% fixed-rate non-cumulative perpetual
preferred stock, Series F, the Companys 5.20% fixed rate
non-cumulative perpetual preferred stock, Series G, the
Companys 6.00% fixed-rate non-cumulative perpetual preferred
stock, Series H, as well as semi-annual dividends on the
Companys fixed-to-floating rate non-cumulative perpetual
preferred stock, Series E. These dividends are payable on June
1, 2017 to stockholders of record at the close of business on
May 17, 2017.
Companys 6.00% fixed-rate non-cumulative perpetual preferred
stock, Series B, the Companys 6.25% fixed-rate non-cumulative
perpetual preferred stock, Series C, the Companys 6.70%
fixed-rate non-cumulative perpetual preferred stock, Series D,
the Companys 6.20% fixed-rate non-cumulative perpetual
preferred stock, Series F, the Companys 5.20% fixed rate
non-cumulative perpetual preferred stock, Series G, the
Companys 6.00% fixed-rate non-cumulative perpetual preferred
stock, Series H, as well as semi-annual dividends on the
Companys fixed-to-floating rate non-cumulative perpetual
preferred stock, Series E. These dividends are payable on June
1, 2017 to stockholders of record at the close of business on
May 17, 2017.
Based on these declarations, the Company will pay approximately
$195 million in common equity dividends and approximately $80
million in total preferred dividends in the second quarter of
2017. Under the terms of the Companys outstanding preferred
stock, the Companys ability 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 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 preferred stock for the immediately preceding
dividend period.
$195 million in common equity dividends and approximately $80
million in total preferred dividends in the second quarter of
2017. Under the terms of the Companys outstanding preferred
stock, the Companys ability 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 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 preferred stock for the immediately preceding
dividend period.
About CAPITAL ONE FINANCIAL CORPORATION (NYSE:COF)
Capital One Financial Corporation is a financial services holding company. The Company offers a range of financial products and services to consumers, small businesses and commercial clients through branches, the Internet and other distribution channels. The Company’s segments include Credit Card, which consists of its domestic consumer and small business card lending, and the international card lending businesses in Canada and the United Kingdom; Consumer Banking, which consists of its branch-based lending and deposit gathering activities for consumers and small businesses, national deposit gathering, national auto lending and consumer home loan lending and servicing activities; Commercial Banking, which consists of its lending, deposit gathering and treasury management services to commercial real estate, and commercial and industrial customers, and Other, which includes management of its corporate investment portfolio and asset/liability management. CAPITAL ONE FINANCIAL CORPORATION (NYSE:COF) Recent Trading Information
CAPITAL ONE FINANCIAL CORPORATION (NYSE:COF) closed its last trading session down -0.15 at 82.12 with 2,326,561 shares trading hands.
