UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
March 14, 2013
Date of Report (Date of earliest event reported)
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-13300 | 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
(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)) |
| Item 7.01 | Regulation FD Disclosure. |
On March 14, 2013, Capital One Financial Corporation (the “Company”) issued a press release announcing that the Board of Governors of the Federal Reserve had completed its review under the Comprehensive Capital Analysis and Review (“CCAR”) process and that it did not object to the Company’s proposed capital distribution plans submitted pursuant to CCAR. The Company expects to declare a quarterly dividend of $0.30 per share for the first quarter of 2013, subject to final approval of the Board of Directors at its scheduled meeting in May. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
On March 14, the Company posted a revised summary of its annual stress test results required by the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 on its web page (http://www.capitalone.com) correcting a typographical error in the capital ratios under the heading “Consolidated Parent (COFC) Stressed Ratios Q4 2014.” Choose “Investors” to access the Investor Center and then choose “Stress Test Results” to view the current summary.
Note: Information in this report furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information on, or that can be accessed through, our website is not part of this report. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release, dated March 14, 2013 | |
Cautionary Statements Regarding Forward-Looking Statements.
The attached press release and information provided pursuant to Items 7.01 and 9.01 contain forward-looking statements, which involve a number of risks and uncertainties. The Company cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including those listed from time to time in reports that the Company’s reports files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2012.
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 | ||||
| Dated: March 14, 2013 | By: | /s/ John G. Finneran, Jr. | ||
| John G. Finneran, Jr. | ||||
| General Counsel and Corporate Secretary | ||||
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Exhibit 99.1
|
|
Media Release
Contact: Tatiana Stead, 703-720-2352 | |
| FOR IMMEDIATE RELEASE: March 14, 2013 | Tatiana.Stead@capitalone.com | |
| Julie Rakes, 804-284-5800 | ||
| Julie.Rakes@capitalone.com | ||
Capital One Receives No Objection from the Federal Reserve to Raise Common Stock Dividend
Capital One expects to increase quarterly dividend to $0.30 per share
McLean, Va. (March 14, 2013) – Capital One Financial Corporation (NYSE:COF) today announced that the Federal Reserve has completed its 2013 Comprehensive Capital Analysis and Review (“CCAR”) and did not object to Capital One’s proposed capital distributions submitted on January 7, 2013 under CCAR. Capital One’s submission included a planned increase in the quarterly dividend on its common stock from the current level of $0.05 per share to $0.30 per share. Consistent with the capital plan, Capital One expects to declare a quarterly dividend of $0.30 per share for the first quarter of 2013, subject to final approval of the Board of Directors at its scheduled meeting in May.
Forward Looking Statements
Certain statements in this release are forward-looking statements, which involve a number of risks and uncertainties. Capital One cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information due to a number of factors, including those listed from time to time in reports that Capital One reports files with the Securities and Exchange Commission, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2012.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N. A., had $212.5 billion in deposits and $312.9 billion in total assets outstanding as of December 31, 2012. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has more than 900 branch locations primarily in New York, New Jersey, Texas, Louisiana, Maryland, Virginia and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index.
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