Capital One (COF) investors back board, auditor and reject golden parachute vote

Rhea-AI Filing Summary

Capital One Financial Corporation held its 2026 annual stockholder meeting on May 8, 2026. As of the March 11, 2026 record date, 619,050,950 common shares were outstanding, and 556,421,571 shares were present to constitute a quorum.

Stockholders elected thirteen directors, including Richard D. Fairbank and Jennifer L. Wong, for terms expiring at the 2027 annual meeting. They approved, on an advisory basis, the Company’s 2025 named executive officer compensation and ratified Ernst & Young LLP as independent registered public accounting firm for 2026.

A shareholder proposal to require a shareholder vote on golden parachute arrangements did not receive majority support, with 30,601,072 votes for and 465,307,082 votes against, plus 1,340,755 abstentions and 59,172,662 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding on record date: 619,050,950 shares Shares present for quorum: 556,421,571 shares Say-on-pay votes for 2025 NEO compensation: 414,536,574 votes for +2 more

5 metrics

Shares outstanding on record date 619,050,950 shares Common stock issued and outstanding as of March 11, 2026

Shares present for quorum 556,421,571 shares Shares present at the 2026 annual stockholder meeting

Say-on-pay votes for 2025 NEO compensation 414,536,574 votes for Advisory approval of 2025 named executive officer compensation

Auditor ratification support 526,384,238 votes for Ratification of Ernst & Young LLP for 2026

Golden parachute proposal votes against 465,307,082 votes against Shareholder proposal on golden parachute arrangements

Key Terms

broker non-votes, named executive officer compensation, independent registered public accounting firm, golden parachute arrangements

4 terms

broker non-votes financial

"as well as the number of abstentions and broker non-votes with respect to each such matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

named executive officer compensation financial

"Stockholders approved, on an advisory basis, the Company’s 2025 named executive officer compensation"

Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.

independent registered public accounting firm financial

"to serve as the independent registered public accounting firm of the Company for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

golden parachute arrangements financial

"Stockholder proposal to require a shareholder vote on golden parachute arrangements"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 8-K

____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

May 8, 2026

Date of Report (Date of earliest event reported)

____________________________________

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________

Delaware						001-13300			54-1719854
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
1680 Capital One Drive,
McLean,			Virginia						22102
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)			COF			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I			COF PRI			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J			COF PRJ			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K			COF PRK			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L			COF PRL			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N			COF PRN			New York Stock Exchange
1.650% Senior Notes Due 2029			COF29			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

1

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

CAPITAL ONE FINANCIAL CORPORATION

Date: May 8, 2026

By:

/s/ Matthew W. Cooper

Matthew W. Cooper

General Counsel and Corporate Secretary

3

FAQ

What was the main outcome of Capital One (COF) 2026 annual stockholder meeting?

Stockholders elected all thirteen nominated directors and approved key governance items. They backed 2025 named executive officer compensation on an advisory basis, ratified Ernst & Young LLP as independent auditor for 2026, and rejected a shareholder proposal on golden parachute arrangements, which failed to gain majority support.

How many Capital One (COF) shares were eligible and present for the 2026 annual meeting?

On the March 11, 2026 record date, 619,050,950 Capital One common shares were issued and outstanding. At the meeting, 556,421,571 shares were present for quorum purposes, meaning most eligible shares were represented either in person or by proxy when voting occurred.

How did Capital One (COF) stockholders vote on executive compensation for 2025?

Stockholders approved Capital One’s 2025 named executive officer compensation on an advisory basis. The vote totaled 414,536,574 shares in favor, 81,945,395 against, and 766,940 abstentions, with an additional 59,172,662 broker non-votes recorded but not counted as votes for or against.

Which auditing firm did Capital One (COF) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as Capital One’s independent registered public accounting firm for 2026. The ratification received 526,384,238 votes for, 29,566,436 against, and 470,897 abstentions, indicating broad support among voting shareholders for continuing with the same external auditor.

What happened to the Capital One (COF) shareholder proposal on golden parachute arrangements?

The shareholder proposal to require a shareholder vote on golden parachute arrangements did not pass. It received 30,601,072 votes for, 465,307,082 votes against, and 1,340,755 abstentions, along with 59,172,662 broker non-votes, leaving existing approval practices unchanged.

Were all Capital One (COF) director nominees elected at the 2026 meeting?

All thirteen director nominees, including Richard D. Fairbank, Ime Archibong, Christine Detrick, and Jennifer L. Wong, were elected. Each will serve until the 2027 annual meeting or until a successor is duly elected and qualified, based on majority support in the director election votes.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 18.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 36.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 19.3 KB