Business Context and Reporting Period
This Form 8-K Current Report was filed by Capital One Financial Corporation on May 8, 2012. The report details corporate governance events occurring at the Company's 2012 Annual Meeting of Stockholders held on the same date, including director elections, auditor ratification, and executive compensation approvals.
Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Director Departure: E.R. Campbell retired from the Board of Directors due to age restrictions in the Company's bylaws.
- Director Appointment: C.P.A.J. Leenaars was appointed as a director for a term expiring at the 2013 annual meeting. Mr. Leenaars is the nominee designated by ING Groep N.V. pursuant to a Shareholders Agreement related to the acquisition of ING Direct.
- Compensation: The Board approved a $250,000 cash compensation package for Mr. Leenaars, which is substantially similar to the standard package for non-employee directors but comprised entirely of cash.
Guidance, Outlook, and Voting Results
The filing does not provide financial guidance, outlook, or management commentary on future operations. It details the results of the stockholder vote on four matters:
- Election of Directors: Richard D. Fairbank, Peter E. Raskind, and Bradford H. Warner were elected.
- Auditor Ratification: Ernst & Young LLP was ratified as the independent registered public accounting firm for 2012.
- Executive Compensation: Stockholders approved, on an advisory basis, the 2011 named executive officer compensation.
- Stock Purchase Plan: The Amended and Restated Associate Stock Purchase Plan was approved.
Voting Statistics: Of 555,629,222 shares outstanding, 482,688,327 were present to establish a quorum. The advisory vote on executive compensation received the highest number of "Against" votes (61,736,411) compared to other items.
Key Facts for Investor Verification
- Verify the terms of the Shareholders Agreement with ING Groep regarding Mr. Leenaars' resignation triggers (February 17, 2013, or sale of >33% of shares).
- Note the significant "Against" vote count (approx. 14% of votes cast) on the advisory executive compensation proposal.
- Confirm the composition of the Board following the retirement of E.R. Campbell and the appointment of C.P.A.J. Leenaars.