false000092762800009276282021-02-262021-02-260000927628us-gaap:CommonStockMember2021-02-262021-02-260000927628us-gaap:SeriesGPreferredStockMember2021-02-262021-02-260000927628us-gaap:SeriesHPreferredStockMember2021-02-262021-02-260000927628cof:SeriesIPreferredStockMember2021-02-262021-02-260000927628cof:SeriesJPreferredStockMember2021-02-262021-02-260000927628cof:SeriesKPreferredStockMemberMember2021-02-262021-02-260000927628cof:SeniorNotesDue2024Member2021-02-262021-02-260000927628cof:SeniorNotesDue2029Member2021-02-262021-02-26





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

February 26, 2021
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 G COF PRG
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H COF PRH
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
0.800% Senior Notes Due 2024 COF24
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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On February 26, 2021, the Board of Directors (the “Board”) of Capital One Financial Corporation (the “Company”) appointed Ime Archibong and Craig Anthony Williams to serve as directors, effective immediately. The size of the Board was increased to fourteen in connection with the appointments. Neither Mr. Archibong nor Mr. Williams has been appointed to serve on any Board committee at this time and each will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in May 2021.

Neither Mr. Archibong nor Mr. Williams has been selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Archibong or Mr. Williams. They will each receive compensation for their service on the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on March 19, 2020 for non-employee directors, pro-rated for service until the Annual Meeting of Stockholders in May 2021.

A copy of the Company’s press release announcing the appointment of Messrs. Archibong and Williams to the Board is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
 
Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit No. Description
99.1
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

1





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: March 2, 2021 By: /s/ Matthew W. Cooper
Matthew W. Cooper
General Counsel

2