CAPITAL ONE FINANCIAL CORP 8-K

What Happened
Capital One Financial Corporation held its 2026 Annual Meeting on May 8, 2026 (record date March 11, 2026). Of 619,050,950 shares outstanding, 556,421,571 shares were present to establish a quorum. Stockholders elected all 13 director nominees to one‑year terms expiring at the 2027 annual meeting and voted on executive compensation, auditor ratification, and a shareholder proposal regarding golden parachute votes.

Key Details

• Meeting and quorum: Record date March 11, 2026; 619,050,950 shares outstanding; 556,421,571 shares present.
• Directors elected (terms expiring 2027): Richard D. Fairbank; Ime Archibong; Christine Detrick; Suni P. Harford; Peter Thomas Killalea; Cornelis P. A. J. (“Eli”) Leenaars; François Locoh‑Donou; Peter E. Raskind; Eileen Serra; Mayo A. Shattuck III; J. Michael Shepherd; Craig A. Williams; Jennifer L. Wong. (Vote totals for each nominee are reported in the filing.)
• Advisory say‑on‑pay: The 2025 named executive officer compensation was approved on an advisory basis — 414,536,574 votes for, 81,945,395 against, 766,940 abstentions; 59,172,662 broker non‑votes.
• Auditor ratification: Ernst & Young LLP was ratified as the independent registered public accounting firm for 2026 — 526,384,238 for, 29,566,436 against, 470,897 abstentions.
• Shareholder proposal on golden parachute votes: Rejected — 30,601,072 for, 465,307,082 against, 1,340,755 abstentions; 59,172,662 broker non‑votes.

Why It Matters
This filing confirms Capital One’s board slate and governance outcomes that investors watch closely: the board was reconstituted with all nominated directors re‑elected, the company’s executive pay program received majority advisory support, and shareholders chose not to require a separate vote on golden parachute arrangements. Ratification of Ernst & Young ensures continuity of the external audit for 2026. The vote counts and notable numbers of broker non‑votes are relevant context for shareholders assessing governance strength and shareholder engagement.