Capital One Financial Corp 8-K/A, filed Jul 26, 2023
Capital One Financial Corp (COF)
8-K/A
2023-07-26
For: 2023-05-04
View Original
Added on
April 05, 2026
About this 8-K/A
Capital One Financial Corp filed this 8-K/A on July 26, 2023, reporting on events of May 4, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (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)
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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):
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
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. ☐
Explanatory Note
This Current Report on Form 8-K/A is being filed by Capital One Financial Corporation (the “Company”) to amend the Current Report on Form 8-K filed on May 9, 2023 (the “Original 8-K”). The Original 8-K reported the voting results of the Company's annual meeting of stockholders held on May 4, 2023. The sole purpose of this Form 8-K/A is to disclose the final vote results for the proposal to amend the Company’s Restated Certificate of Incorporation (the “Certificate”) to remove remaining supermajority voting requirements and references to Signet Banking Corporation (“Proposal Two”). Capitalized terms used, but not defined herein, shall have the meanings assigned to them in the Original 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 26, 2023, the Continuing Directors of the Company (as defined in the Certificate) determined that Proposal Two received more than 80% of the Non-Interested Stockholder Vote required for approval. Pursuant to Section 4 of Article IX of the Certificate, this determination was made by the Continuing Directors on the basis of information known to them after reasonable inquiry.
The material terms of the amendments of the Certificate are summarized under the heading “Section III - Approval of Amendments to Capital One Financial Corporation’s Restated Certificate of Incorporation to Remove Remaining Supermajority Voting Requirements and References to Signet Banking Corporation” in the Definitive Proxy Statement filed by the Company on March 22, 2023.
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 | |||||||
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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: July 26, 2023 | By: | /s/ Matthew W. Cooper | ||||||||||||
| Matthew W. Cooper | ||||||||||||||
| General Counsel and Corporate Secretary | ||||||||||||||
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